<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1996
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
FIREARMS TRAINING SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------
DELAWARE 3699 57-0777018
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
7340 MCGINNIS FERRY ROAD
SUWANEE, GA 30174
(770) 813-0180
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
DAVID A. APSELOFF
FIREARMS TRAINING SYSTEMS, INC.
7340 MCGINNIS FERRY ROAD
SUWANEE, GA 30174
(770) 813-0180
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
JAMES G. ARCHER, ESQ. LAURENT ALPERT, ESQ.
SIDLEY & AUSTIN CLEARY, GOTTLIEB, STEEN & HAMILTON
875 THIRD AVENUE ONE LIBERTY PLAZA
NEW YORK, NY 10022 NEW YORK, NY 10006
(212) 906-2000 (212) 225-2000
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
$0.00001 par value per
share................ 6,900,000 shares $15.00 $103,500,000 $35,689.66
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Includes 900,000 shares of Class A Common Stock which the Underwriters
have the option to purchase from one of the Selling Shareholders to cover
over-allotments, if any. See "Underwriting."
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(a) under the Securities Act of 1933.
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED SEPTEMBER 30, 1996
6,000,000 SHARES
[LOGO]
FIREARMS TRAINING SYSTEMS, INC.
CLASS A COMMON STOCK
Of the 6,000,000 shares of Class A Common Stock, $0.00001 par value (the
"Common Stock"), being offered hereby, 4,000,000 shares are being offered by
Firearms Training Systems, Inc., a Delaware corporation (the "Company" or
"FATS"), 1,711,566 shares are being offered by THIN International N.V., a
Netherlands Antilles corporation ("THIN International") formerly called
Firearms Training Systems International N.V., and 288,434 shares are being
offered by NationsBridge, L.L.C. ("NationsBridge," together with THIN
International, the "Selling Shareholders"). The Company will not receive any of
the proceeds from the sale of the shares of Common Stock being offered by the
Selling Shareholders. See "Principal and Selling Shareholders."
Prior to this offering (the "Offering"), there has been no public market for
the Common Stock. It is currently anticipated that the initial public offering
price will be $15.00 per share of Common Stock. See "Underwriting" for a
discussion of factors considered in determining the initial public offering
price. Application has been made to list the Common Stock for quotation on the
Nasdaq National Market under the symbol "FATS."
Upon consummation of the Offering, the Company's issued and outstanding
capital stock will consist of 20,024,171 shares of Common Stock, including the
6,000,000 shares of Common Stock being offered hereby. Upon consummation of the
Offering, the Centre Entities will own or have voting control over
approximately 55.8% of the outstanding shares of Common Stock and THIN
International will own approximately 12.9% of the outstanding shares of Common
Stock. See "Principal and Selling Shareholders."
SEE "RISK FACTORS" COMMENCING ON PAGE 9 OF THIS PROSPECTUS FOR A DISCUSSION
OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE
COMMON STOCK BEING OFFERED HEREBY.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proceeds to
Price Underwriting Proceeds to Selling
to Public Discount (1) Company (2) Shareholders
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share..................... $ $ $ $
Total (3)..................... $ $ $ $
- --------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
(1) See "Underwriting" for information concerning indemnification of the
Underwriters and other matters.
(2) Before deducting offering expenses payable by the Company, including
certain expenses of the Selling Shareholders, estimated at $ .
(3) THIN International has granted to the Underwriters a 30-day option to
purchase up to 900,000 additional shares of Common Stock solely to cover
over-allotments, if any. If the Underwriters exercise this option in full,
the total Price to Public, Underwriting Discount and Proceeds to Selling
Shareholders will be $ , $ and $ , respectively. See
"Underwriting."
The shares of Common Stock are offered by the several Underwriters named
herein subject to receipt and acceptance by them and subject to their right to
reject any orders in whole or in part. It is expected that delivery of the
certificates representing such shares will be made against payment therefor at
the office of Montgomery Securities on or about , 1996.
-----------
Montgomery Securities
Lazard Freres & Co. llc
The Robinson-Humphrey Company, Inc.
, 1996
<PAGE>
IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET, IN THE OPEN MARKET
OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
2
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by, and should be read in
conjunction with, the more detailed information and financial data, including
the financial statements and notes thereto, included elsewhere in this
Prospectus. Except as otherwise noted, all information in this Prospectus: (i)
assumes that the initial public offering price will be $15.00 per share and no
exercise of the Underwriters' over-allotment option; (ii) gives effect to the
Recapitalization and the Drop Down Transaction described herein; and (iii)
gives effect for all periods to the 100,000-for-one stock split effected in
July 1996 and the 1.66-for-one stock split expected to be effected in October
1996 with respect to all the outstanding shares of Common Stock.
THE COMPANY
Firearms Training Systems, Inc., a Delaware corporation (the "Company" or
"FATS"), is the leading worldwide producer of interactive simulation systems
designed to provide training in the handling and use of small and supporting
arms. The Company offers a broad array of cost-effective training systems
ranging from individual marksmanship trainers to instructional systems for
multiple users. Unlike traditional live firing ranges, the Company's simulation
systems enable users to train in highly realistic situations through the
integration of video and digitized projected imagery and modified, laser-
emitting firearms that retain the fit, function and feel of the original
weapon. Utilizing internally developed proprietary software and sensors
incorporated into the simulated weapons, the Company's systems offer real-time
feedback and evaluation with respect to a number of performance measures such
as accuracy, reaction time, situational judgment and important elements of
weapons handling. Over its 12-year history, the Company's team of experts has
developed over 180 types of simulated weapons and approximately 100 laser discs
containing more than 1,000 training scenarios. The Company's customers are
primarily U.S. and international military and law enforcement agencies
including the U.S. Marine Corps, the U.S. Army, the U.S. Air Force, the Los
Angeles Police Department, the Internal Revenue Service, the Singapore Army and
Police Coast Guard, the British Ministry of Defense and the Royal Netherlands
Army. More recently, the Company also has begun to sell simulation training
systems in the hunter and sports training component of the market.
The Company has helped to revolutionize small and supporting arms training
through the introduction of cost-effective and realistic interactive
simulation. For decades, military and law enforcement organizations have
trained personnel on firing ranges with targets that are static or have limited
motion capabilities. This approach neither accurately replicates the hostile
situations armed personnel are likely to face nor helps to develop tactical
skills and individual judgment. Simulation systems not only provide solutions
to these issues but also offer significant improvements in safety and many
other benefits that cannot be attained in live weapons practice, including
reductions in ammunition consumption, weaponry wear, trainee transport, range
maintenance costs and environmental remediation expenses. Furthermore, many law
enforcement agencies have begun to adopt simulation systems based in part on
their concern over the increasing number of liability lawsuits relating to
alleged uses of excessive force. Of the approximately $260 billion U.S.
military budget for fiscal 1997, approximately $3 billion to $5 billion is
allocated to overall training and training-related expenditures. Management
estimates that the market for small and supporting arms simulation systems like
the Company's product line in the U.S. military market segment alone is
approximately $800 million, based on near-term stated acquisition objectives
set by various branches of the U.S. armed services. Moreover, management
believes that the trends favoring increased adoption of simulation in the U.S.
can also be identified abroad as military and law enforcement agencies in other
countries, generally more centralized than those in the U.S. and facing
increasingly restrictive budgets, are allocating greater portions of their
training budgets to small and supporting arms simulation training.
Having sold more than 2,000 FATS(TM) systems in the U.S. and over 30
countries internationally, the Company believes its systems sold to date
represent more than 90.0% of the worldwide installed base of
3
<PAGE>
interactive small and supporting arms simulation systems in the military and
law enforcement market. The Company's revenues and operating income have grown
at compound annual growth rates of 51.8% and 80.6%, respectively, over the last
five fiscal years to $65.4 million and $19.3 million, respectively, in fiscal
1996. As of September 15, 1996, the Company had a backlog of approximately
$62.3 million from all customers and approximately an additional $50.0 million
in unexercised options to purchase the Company's products through September 30,
1999 under an existing contract with the U.S. Marine Corps.
COMPETITIVE ADVANTAGES
Management believes that the Company's success is primarily attributable to
the following key competitive advantages:
. Proven Quality and Cost-Effectiveness of Its Products. Studies conducted
by various military and law enforcement agencies including the U.S.
Marine Corps, the U.S. Army and the U.S. Air Force have validated the
cost-effectiveness and training benefits of FATS(TM) systems for such
entities. Furthermore, such studies also show that trainees using the
FATS(TM) systems generally improve their marksmanship and judgment skills
faster than those using only live fire training. FATS(TM) systems have
been used for training U.S. and British forces in Bosnia and for pre-
deployment training of U.S. forces for Operation Desert Storm and
operations in Somalia.
. Premier FATS(TM) Brand Name. The Company believes that the FATS(TM) brand
name has become associated with high quality, technically superior
interactive small and supporting arms simulation systems. Management
believes that its reputation has been enhanced by the acceptance of the
Company's products by certain military and law enforcement agencies that
employ exacting standards in making purchasing decisions.
. Strong Long-Term Relationships with Customers. The Company works closely
with its customers often for a substantial period of time to help define
their training needs and develop customized training solutions.
Management believes that this approach is particularly important given
the relative infancy of the interactive simulation-based small and
supporting arms training market and the education required to convert
into customers those agencies and personnel accustomed to traditional
live fire training.
. Innovative Customized Training Solutions. The Company works closely with
many of its customers to develop training programs, simulated weapons and
training scenarios tailored to their specific needs. This ability to
adapt products to particular training needs is critical because the needs
of the Company's customers vary substantially.
. Extensive Inventory of Proven Weapons and Scenarios. The Company draws on
its extensive catalog of already fielded simulated weapons and scenarios
to address customers' requirements in an innovative manner and on a
timely basis.
. Integration of Advanced Technologies. The Company's strong technical
application capability enables it to integrate effectively: (i) advanced
laser, computer and video technology from third parties; (ii)
proprietary ballistics modeling, training and diagnostic software; and
(iii) specially machined, realistic, sensor-embedded weapons.
. Team of Recognized Subject Matter Experts. The Company maintains a team
of technical, training and other experts from a wide variety of military,
law enforcement and technology backgrounds to ensure an understanding of
each customer's particular training needs as well as the appropriation
and procurement process.
4
<PAGE>
GROWTH STRATEGY
The Company intends to seek further growth by implementing a strategy that
includes the following key elements:
. Increase Market Penetration. The interactive small and supporting arms
simulation industry is relatively new. As a result, the Company is
seeking to broaden acceptance of its products and increase sales to
military and law enforcement agencies in the U.S. and internationally.
. Continue New Product Development. The Company intends to continue to
develop new products based on the Company's research and development
("R&D") capabilities and its understanding of the needs of its customers.
For example, the Company's newest simulator, the Vessel Weapons
Engagement Training System ("VWETS"), is being developed at the request
of and in close collaboration with an international customer.
. Expand into New Markets. Management believes that significant
opportunities exist for sales beyond the Company's traditional military
and law enforcement customers. The Company has already begun to focus on
the hunter and sports training component of the market, which management
believes is a natural extension of its business to date. In addition,
although the Company has not yet taken steps to develop a product line or
otherwise enter the market for arcades, amusement parks and other
entertainment venues, the Company believes that this market may represent
significant opportunities for the Company in the future.
The Company was incorporated in Delaware in 1984. Its principal executive
offices are located at 7340 McGinnis Ferry Road, Suwanee, Georgia 30174. The
Company's telephone number is (770) 813-0180.
RECAPITALIZATION
Prior to July 31, 1996, the Company was wholly-owned by THIN International
N.V., a Netherlands Antilles corporation ("THIN International") formerly known
as Firearms Training Systems International N.V. On July 31, 1996, the Company
consummated a set of transactions (the "Recapitalization"), pursuant to a
Recapitalization and Stock Purchase Agreement dated as of June 5, 1996 (the
"Recapitalization Agreement") among the Company, THIN International, Centre
Partners Management LLC ("Centre Management") and a group of entities
(including Centre Capital Investors II, L.P., Centre Partners Coinvestment,
L.P., Centre Capital Offshore Investors II, L.P. and Centre Capital Tax-exempt
Investors II, L.P.) managed by Centre Management and referred to herein
(together with their controlling entity, Centre Partners II, LLC) as the
"Centre Entities." As part of the Recapitalization, the Company: (i) effected a
100,000-for-one stock split with respect to its common stock and issued to the
Centre Entities certain shares of the Company's capital stock now consisting of
Class A Common Stock, $0.00001 par value ("Common Stock") for $36.0 million in
cash; (ii) issued to NationsBridge, L.L.C. ("NationsBridge") certain senior
subordinated bridge notes (the "Bridge Notes") for $40.0 million in cash and
entered into escrow arrangements providing for the issuance to NationsBridge of
certain warrants currently held in escrow (the "NationsBridge Warrants") to
purchase shares of Common Stock (consisting of warrants to purchase 288,434
shares of Common Stock at a nominal price, if this offering (the "Offering") is
completed as contemplated and to be released from escrow in connection with the
Offering) which shares are being offered hereby; (iii) entered into a new
credit agreement (the "NationsBank Credit Agreement") with NationsBank, N.A.
(South) ("NationsBank") and certain other lenders providing for certain credit
facilities aggregating $85.0 million (the "Senior Bank Debt"), borrowed $76.0
million under such credit facilities and terminated its then existing credit
facility with NationsBank; and (iv) repurchased certain shares of Common Stock
owned by THIN International for approximately $151.9 million in cash ($15.0
million of which was deposited in escrow) and agreed to make an additional
contingent payment (the "Contingent Payment") of $20.0 million in cash or
shares of Common Stock to THIN International in certain circumstances, such as
upon
5
<PAGE>
the consummation of the Offering. As a result of restrictions in the
NationsBank Credit Agreement, the Contingent Payment in connection with this
Offering will be made in shares of Common Stock. Also in connection with the
Recapitalization, the Company sold certain shares of Common Stock and granted
certain options to members of the Company's management on September 18, 1996.
See "Management," "Certain Transactions," "Recapitalization" and Note 5 of
Notes to Consolidated Financial Statements.
Effective upon consummation of the Recapitalization and the related sales of
shares of Common Stock to management and prior to the Offering, the Centre
Entities owned or had voting control over and THIN International owned
approximately 77.5% and 20.6% of the outstanding shares of Common Stock,
respectively. At the consummation of the Offering, after giving effect to the
Contingent Payment, the Centre Entities will own or have voting control over
approximately 55.8%, and THIN International will own approximately 12.9% of the
outstanding shares of Common Stock. See "Principal and Selling Shareholders."
The Company, currently an operating company, is in the process of
reorganizing into a holding company (the "Drop Down Transaction"), with the
Company owning 100.0% of the outstanding capital stock of a newly-formed
subsidiary, FATS, Inc., a Delaware corporation (the "Drop Down Subsidiary"),
which subsidiary will hold the operating assets of the Company. See
"Recapitalization."
THE OFFERING
<TABLE>
<S> <C>
Common Stock offered by the Company............... 4,000,000 shares
Common Stock offered by the Selling Shareholders.. 2,000,000 shares
Common Stock to be outstanding after the
Offering......................................... 20,024,171 shares (1)
Use of proceeds................................... To repay outstanding indebtedness. See "Use
of Proceeds."
Proposed Nasdaq National Market symbol............ FATS
</TABLE>
- --------
(1) Excludes 2,490,000 shares of Common Stock reserved for issuance pursuant to
the Company's Stock Option Plan, of which options to purchase 1,738,270
shares of Common Stock at an exercise price of approximately $3.25 have
been granted as of the date hereof. See "Management--Stock Option Plan" and
Note 5 of Notes to Consolidated Financial Statements.
6
<PAGE>
SUMMARY FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS
FISCAL YEAR ENDED MARCH 31, ENDED JUNE 30,
--------------------------------------- ---------------
1992 1993 1994 1995 1996 1995 1996
------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Revenues................ $12,324 $14,049 $20,534 $29,164 $65,439 $13,976 $13,734
Gross profit............ 7,285 8,276 10,883 14,934 34,537 7,030 7,173
Operating income........ 1,813 1,131 2,472 4,139 19,283 3,297 3,323
Income before income
taxes.................. 1,827 1,081 2,248 4,217 19,355 3,305 3,488
Net income.............. 1,274 811 1,518 2,830 12,790 2,182 2,215
======= ======= ======= ======= ======= ======= =======
Net income per share
(1).................... $0.08 $0.05 $0.09 $0.18 $0.80 $0.14 $0.14
======= ======= ======= ======= ======= ======= =======
Weighted average common
shares (1)............. 16,051 16,051 16,051 16,051 16,051 16,051 16,051
PRO FORMA AS ADJUSTED STATEMENT OF OPERATIONS DATA (2):
Operating income........................................ $19,283 $ 3,323
Income before income taxes.............................. 13,731 2,144
Net income.............................................. 9,218 1,361
======= =======
Net income per share.................................... $0.43 $0.06
======= =======
Shares used in computation (3).......................... 21,384 21,384
</TABLE>
<TABLE>
<CAPTION>
JUNE 30, 1996
--------------------
PRO FORMA
AS
ACTUAL ADJUSTED (4)
------- ------------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital............................................ $22,527 $ 20,343
Total assets............................................... 31,220 31,847
Total debt, including current maturities................... -- 63,671
Stockholders' equity (deficit)............................. 23,481 (39,562)
</TABLE>
- --------
(1) Pursuant to the Securities and Exchange Commission Staff Accounting
Bulletin No. 83, common stock and common stock equivalents issued at prices
below the expected public offering price during the 12-month period prior
to the Company's expected initial public offering have been included in the
calculation of weighted average common shares as if they were outstanding
for all periods prior to the Offering, regardless of whether they are
dilutive. Accordingly, the weighted average common shares for all periods
presented reflects: (i) the issuance of shares to the Centre Entities and
the repurchase of shares from THIN International pursuant to the
Recapitalization; (ii) all shares issuable upon exercise of stock options
granted (using the treasury stock method); (iii) all shares issuable upon
exercise of the NationsBridge Warrants; (iv) all shares granted to
management within 12 months of the Offering; and (v) all shares purchased
by management within 12 months of the Offering.
(2) Pro forma as adjusted statement of operations data give effect to the
Recapitalization, the consummation of the Offering and the application of
the net proceeds from the Offering after deducting the underwriting
discount and estimated offering expenses as if they occurred at the
beginning of the respective period. Adjustments to the historical statement
of operations data represent the net effect of: (i) interest on borrowings
under the Senior Bank Debt (at average effective interest rates of 8.4% to
9.2% for the year ended March 31, 1996 and 8.0% to 8.8% for the three
months ended June 30, 1996) and the Bridge Notes (at an average effective
interest rate of 13.3% for the year ended March 31, 1996 and the three
months ended June 30, 1996), taking into account the NationsBridge Warrants
for 288,434 shares of Common Stock; (ii) elimination of interest due to
repayment of the Bridge Notes and partial repayment of the Senior Bank Debt
with the anticipated proceeds from the Offering; (iii) amortization of
deferred financing costs; and (iv) the effect of the pro forma adjustments
on the provision for income taxes. The effect of the extraordinary loss on
the early extinguishment of debt as a result of the repayment of the Bridge
Notes and partial repayment of the Senior Bank Debt with proceeds from the
Offering have not been included in the pro forma as adjusted statement of
operations data as the extraordinary loss is assumed to occur immediately
prior to the period presented. See "Use of Proceeds," "Management's
Discussion and Analysis of Financial Conditions and Results of Operations--
Extraordinary Loss," "Recapitalization" and Notes 4 and 10 of Notes to
Consolidated Financial Statements.
(3) Shares used in computation include the effect of: (i) 4,000,000 shares of
Common Stock issued and sold by the Company as part of the Offering; (ii)
1,333,333 shares of Common Stock issued to THIN International in payment of
the Contingent Payment and sold by THIN International as part of the
Offering; (iii) 288,422 shares of Common Stock issuable upon the exercise
of the NationsBridge
7
<PAGE>
Warrants (net of 12 shares of Common Stock assumed to be repurchased by the
Company using the treasury stock method); (iv) 1,361,296 shares of Common
Stock issuable upon the exercise of outstanding options (net of 376,974
shares assumed to be repurchased by the Company using the treasury stock
method); (v) 36,852 shares granted to management of the Company; and (vi)
232,333 shares purchased by management. See "Use of Proceeds," "Management,"
"Certain Transactions," "Recapitalization" and Note 5 of Notes to
Consolidated Financial Statements.
(4) Pro forma as adjusted balance sheet data give effect to the
Recapitalization, the consummation of the Offering and the application of
the proceeds from the Offering after deducting the underwriting discount
and estimated offering expenses as if they had occurred on the balance
sheet date. Total debt includes the additional effect of borrowings which
would have been incurred if the Recapitalization had occurred at June 30,
1996, since the amount of cash on hand at that date was less than the
amount of cash on hand as of July 31, 1996. See "Use of Proceeds,"
"Capitalization," "Recapitalization" and Notes 4 and 10 of Notes to
Consolidated Financial Statements.
8
<PAGE>
RISK FACTORS
An investment in the shares of Common Stock offered by this Prospectus
involves a high degree of risk. Prospective purchasers of the Common Stock
offered hereby should carefully review the following risk factors as well as
the other information set forth in this Prospectus.
Prospective investors should note that certain statements contained in this
Prospectus, including, without limitation, statements containing the words
"believes," "anticipates," "intends," "expects" and words of similar import,
constitute "forward looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Prospective investors are cautioned
that any such forward looking statements are not guarantees of future
performance and involve risks and uncertainties, and that the actual results
may differ materially from those in the forward looking statements as a result
of various factors. The accompanying information contained in this Prospectus
identifies important factors that could cause such differences. The Company
disclaims any obligation to update any such factors or to announce publicly
the result of any revisions to any of the forward looking statements contained
herein to reflect future events or developments.
SIGNIFICANT VARIABILITY IN QUARTERLY RESULTS
The Company's revenues and results of operations historically have varied
substantially from quarter to quarter, and the Company expects these
variations to continue. Among the factors causing these variations have been
the number, timing and scope of the Company's contracts and purchase orders,
concentration of shipments under large orders and the uneven timing of the
receipt by the Company of necessary authorizations from government customers.
The Company recognizes revenues primarily upon shipment of its products to its
customers, while a high percentage of the Company's operating expenses,
including personnel, rent and debt service, are relatively fixed in advance of
any particular quarter. As a result, the concentration of several order
deliveries in a particular quarter, unanticipated variations in the number and
timing of shipments or customer delays in proceeding to succeeding stages of a
contract could have a material adverse effect on the Company's quarterly
results of operations and financial condition. For example, the three months
ended December 31, 1995 accounted for 36.3% of revenues and 48.0% of net
income for fiscal 1996. As a result of the foregoing factors, the Company's
operating results for a future quarter may be below the expectations of public
market analysts and investors. In such event, the price of the Common Stock
will likely be adversely affected. See "--Customer Concentration; Reliance on
Certain Key Contracts," "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Results of Operations" and "--Quarterly
Results of Operations."
CUSTOMER CONCENTRATION; RELIANCE ON CERTAIN KEY CONTRACTS
In fiscal 1996, the Company's five largest customers accounted for
approximately 67.4% of the Company's revenues, with the U.S. Marine Corps, the
Royal Netherlands Army and the U.S. Army accounting for approximately 26.5%,
12.7% and 10.1%, respectively. In fiscal 1995, the Company's five largest
customers accounted for approximately 71.3% of the Company's revenues, with
the British Ministry of Defense, the Singapore Army, the U.S. Air Force
(including certain other components of the Department of Defense ("DOD") other
than the U.S. Army and the U.S. Marine Corps) and the Swiss Army accounting
for approximately 29.7%, 13.5%, 12.2% and 11.0%, respectively. No other
customer accounted for more than 10.0% of the Company's revenues in either
such year. (For purposes of the foregoing, the Reserve and National Guard
components of the U.S. Marine Corps, the U.S. Army and the U.S. Air Force are
combined with the respective active forces.) Given the nature of the Company's
contracts, revenues attributable to specific customers are likely to vary from
year to year, and a significant customer in one year may not be a significant
customer in a subsequent year. In order to reach its growth objectives, the
Company will be required to seek contracts from new domestic and international
customers as well as orders from existing customers for additional types of
simulated firearms or increased quantities of previously ordered systems and
simulated weapons. A significant decrease in demand by or the loss of one or
more significant customers could have a material adverse effect on the
Company's results of operations or financial condition. The Company's
contracts are ordinarily terminable by the customer at any time without
penalty to the customer. Accordingly, there can be no assurance that existing
9
<PAGE>
customers will continue to purchase the Company's products or services at
historical levels, if at all. See "Business--Customers" and Note 7 of Notes to
Consolidated Financial Statements.
GOVERNMENT CONTRACTS
Most of the Company's customers to date have been in the public sector of
the U.S., including the federal, state and local governments, and in the
public sectors of a number of other countries. Approximately 44.3% of the
Company's revenues for fiscal 1996 were attributable to sales to military
authorities in the U.S., 11.5% were attributable to sales to law enforcement
authorities in the U.S. and 43.3% were attributable to sales to military and
law enforcement authorities internationally. Sales to public sector customers
are subject to a multiplicity of detailed regulatory requirements and public
policies. Such contracts may be conditioned upon the continuing availability
of public funds, which in turn depends upon lengthy and complex budgetary
procedures, and may be subject to certain pricing constraints. Moreover, U.S.
government contracts and those of many international government customers may
generally be terminated for a variety of factors when it is in the best
interests of the government. There can be no assurance that these factors or
others unique to government contracts will not have a material adverse effect
on the Company's future results of operations and financial condition. See
"Business--Government Contracts and Regulation" and "--Customers."
INTERNATIONAL SALES
A significant portion of the Company's sales are made to customers located
outside the U.S., primarily in Europe and Asia. In fiscal 1996, 1995 and 1994,
43.3%, 66.3% and 66.1% of the Company's revenues, respectively, were derived
from sales to customers located outside the U.S. The Company expects that its
international customers will continue to account for a substantial portion of
its revenues in the near future. Sales to international customers may be
subject to political and economic risks, including political instability,
currency controls, exchange rate fluctuations and changes in import/export
regulations and tariff rates. In addition, various forms of protectionist
trade legislation have been and in the future may be proposed in the U.S. and
certain other countries. Any resulting changes in current tariff structures or
other trade and monetary policies could adversely affect the Company's sales
to international customers. Political and economic factors have been
identified by the Company with respect to certain of the markets in which it
competes. There can be no assurance that these factors will not result in
defaults by customers in making payments due to the Company, in reductions in
the purchases of the Company's products by international customers or in
foreign currency exchange losses. In certain cases, the Company has reduced
certain of the risks associated with international contracts by obtaining bank
letters of credit to support the payment obligations of its customers and/or
by providing in its contracts for payment in U.S. dollars. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Overview," "Business--Targeted Market," "--Customers" and Notes 7 and 9 of
Notes to Consolidated Financial Statements.
MANAGEMENT OF GROWTH
The Company's revenues have grown at a compound annual growth rate of 51.8%
over the last five years to $65.4 million in fiscal 1996. The Company's growth
has been a result of its ability to define, develop and expand the markets for
its products. Any future growth of the Company will depend on its ability to
conduct such activities with the same or greater degree of success as in the
past. Any such growth will continue to place significant demands on its
management and other resources. In particular, the Company will have to
continue to increase the number of its personnel, particularly skilled
technical, marketing and management personnel, and continue to develop and
improve its operational, financial and other internal systems, both in the
U.S. and internationally. Any inability of the Company to manage its growth
effectively could have a material adverse effect on the quality of the
Company's products and services, its ability to attract and retain key
personnel, its business prospects and its results of operations and financial
condition.
DEPENDENCE ON KEY PERSONNEL; NEW CEO
The Company believes that its success depends to a significant degree upon
the continuing contributions of its key management, sales, marketing and R&D
personnel. Failure to retain such key personnel or to attract and
10
<PAGE>
integrate other qualified personnel could have a material adverse effect on
the Company's results of operations and financial condition. The Company
recently has entered into a long-term employment contract with Peter A.
Marino, who will become the Company's new Chief Executive Officer in October
1996, and all the Company's senior officers have entered into non-competition
agreements with the Company. Mr. Marino has not previously worked with the
Company. Jody Scheckter, the founder and former President of the Company,
recently terminated his employment with the Company in connection with the
Recapitalization. See "Management."
DEVELOPING MARKET
The market for interactive small and supporting arms training simulators is
developing, and the Company believes that its future success will depend upon,
among other factors, the extent to which domestic and foreign military
services and law enforcement departments continue to adopt simulation in their
training regimens. There can be no assurance that the use of simulation
training systems will become widespread or continue to grow or that the
Company's products will maintain their current share of the market. See
"Business--Industry Overview."
POTENTIAL FOR INCREASED COMPETITION
The relatively undeveloped nature of the market in which the Company
competes may attract new entrants as they perceive opportunities in this
market. While management believes that the Company is currently the most
effective competitor in its market, existing and new competitors may have
significantly greater financial, technical and marketing resources than the
Company, may foresee the course of market developments more accurately than
the Company, may develop products that are superior to or more cost-effective
than the Company's products or may adapt more quickly than the Company to new
technologies or evolving customer requirements. With respect to potential
competitors, the Company believes that as the firearms simulation market
continues to develop, a number of large domestic defense contractors have the
capacity to become significant competitors due to their expertise with complex
simulation systems and their relationships with the DOD and the U.S. Congress.
There can be no assurance that the Company will be able to maintain its
current market position, and failure to compete successfully with existing and
new competitors could have a material adverse effect on the Company's results
of operations and financial condition. See "Business--Competition."
TECHNOLOGICAL CHANGE
The Company's R&D personnel use certain established market-leading
technologies to develop simulation systems and related products. The continued
success of the Company will depend on its ability to incorporate in its
products changing technologies in such fields as electronics, mechanical
engineering, training development and audio-visual and to develop and
introduce new technology that meets the increasingly sophisticated training
needs of the Company's customers. Although the Company continuously pursues
product R&D efforts, there can be no assurance that the Company will be
successful in adapting to these developments in a timely fashion. The
Company's failure to so adapt could have a material adverse effect on the
Company's results of operations and financial condition. See "Business--
Research and Development."
LEVERAGE
Prior to the consummation of the Recapitalization, the Company historically
used internally generated funds to finance its operations and growth and
generally had relatively insignificant amounts of long-term debt. Following
consummation of the Recapitalization, in which the Company incurred a
substantial amount of indebtedness, and after giving effect to the application
of the proceeds from the sale of the Common Stock offered hereby, the Company
will have approximately $57.1 million in outstanding Senior Bank Debt under
the NationsBank Credit Agreement. Subject to the restrictions in the
NationsBank Credit Agreement, the Company may incur additional indebtedness
from time to time in the future in order to finance capital expenditures or
acquisitions or for other purposes. See "Use of Proceeds," "Capitalization,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources," "Recapitalization" and Note 4 of
Notes to Consolidated Financial Statements.
The Company's indebtedness and its financial and other covenants under the
NationsBank Credit Agreement will have several important effects on its future
operations, including, without limitation, the following: (i) a
11
<PAGE>
portion of the Company's cash flow from operations must be dedicated to the
payment of interest on and principal of its indebtedness and will not be
available for other purposes; (ii) the Company's ability to obtain additional
financing in the future for working capital, capital expenditures, R&D,
acquisitions, general corporate purposes or other purposes may be limited; and
(iii) the Company's level of indebtedness could limit its flexibility in
reacting to business developments and changes in its industry and economic
conditions generally.
CONTROL BY CERTAIN EXISTING SHAREHOLDERS
Immediately after consummation of the Offering, the Centre Entities and THIN
International will beneficially own or have voting control over approximately
55.8% and 12.9% of the total outstanding shares of Common Stock, respectively.
Such concentration of ownership may have the effect of delaying or preventing
certain types of transactions involving an actual or potential change in
control of the Company, including transactions in which the holders of the
Common Stock might receive a premium on their shares over a prevailing market
price. In addition, by virtue of ownership of a majority of the outstanding
voting stock of the Company, the Centre Entities will be able to control all
elections of directors as well as all other matters submitted to a vote of
shareholders, including amendments to the certificate of incorporation,
mergers and sales of substantially all assets, going private transactions and
other extraordinary transactions. See "Principal and Selling Shareholders" and
"Description of Capital Stock."
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of the Offering, the Company will have 20,024,171 shares of
Common Stock outstanding. Of those shares, the 6,000,000 shares of Common
Stock sold in the Offering will be freely tradable without restriction or
further registration under the Securities Act of 1933, as amended (the
"Securities Act"), unless purchased by an "affiliate" of the Company, as that
term is defined in Rule 144 under the Securities Act, in which case such
shares will be subject to the resale limitations of Rule 144. The remaining
14,024,171 shares of Common Stock were issued by the Company in private
transactions prior to the Offering and are "restricted securities" as that
term is defined in Rule 144 and may not be sold unless they are registered or
unless an exemption from registration, such as the exemptions under Rule 144,
is available. The holders of shares of Common Stock at the time of the
Offering, including the Centre Entities and THIN International, have certain
registration rights relating thereto. In addition, options have been issued
under the Company's Stock Option Plan which will become exercisable at various
times and under various circumstances in the future for the purchase of up to
approximately 1,738,270 shares of Common Stock.
The Centre Entities, THIN International and the Company's officers and
directors who are shareholders of the Company and who, immediately following
the Offering collectively will beneficially own an aggregate of 14,024,171
shares of Common Stock, as well as the Company, have agreed not to offer, sell
or otherwise dispose of any of their shares of Common Stock for a period of
180 days from the date of this Prospectus. See "Underwriting."
Because there has been no public market for shares of Common Stock, the
Company is unable to predict the effect, if any, that future sales of shares,
or the availability of shares for future sale, will have on the market price
of the Common Stock prevailing from time to time. Sales of substantial amounts
of Common Stock, whether pursuant to a subsequent public offering or
otherwise, or the perception that such sales could occur, could have a
material adverse effect on the market price of the Common Stock and could
impair the Company's future ability to obtain capital through an offering of
equity securities. See "Management--Stock Option Plan," "Certain
Transactions," "Recapitalization," "Description of Capital Stock," "Shares
Eligible for Future Sale" and "Underwriting."
EFFECT OF CERTAIN CHARTER PROVISIONS
The Board of Directors of the Company is classified into three classes, each
of which will serve for three years, with one class being elected each year.
In addition, the Board of Directors is empowered to issue, without shareholder
action, preferred stock having the terms designated by the Board of Directors.
The structure of the
12
<PAGE>
Board of Directors and the existence of this "blank check preferred" could
render more difficult an attempt to obtain control of the Company by means of
a tender offer, merger, proxy contest or otherwise. The issuance of preferred
stock also could decrease the amount of earnings and assets available for
distribution to the holders of Common Stock and could adversely affect the
rights and powers, including voting rights, of the holders of Common Stock.
See "Description of Capital Stock."
NO PRIOR MARKET FOR COMMON STOCK; POSSIBLE VOLATILITY OF COMMON STOCK PRICE
Prior to the Offering, there has been no public market for the Common Stock.
Although application has been made to list the Common Stock for quotation on
the Nasdaq National Market, there can be no assurance that an active or liquid
trading market for the Common Stock will develop or be sustained. Although the
Representatives of the Underwriters have advised the Company that they
currently intend to make a market in the Common Stock, they are not obligated
to do so and may discontinue such market at any time. The initial public
offering price of the Common Stock will be determined by negotiation among the
Company, the Selling Shareholders and the Representatives of the Underwriters
and may not be indicative of the market price for the Common Stock after the
Offering. Numerous factors including announcements of fluctuations in the
Company's or its competitors' operating results could have a significant
impact on the future price of the Common Stock. In addition, in recent years,
the equity market has experienced extreme price and volume fluctuations that
have affected the market price for many growth companies and that frequently
have been unrelated to the operating performance of those companies. Such
market fluctuations may materially and adversely affect the market price of
the Common Stock. See "Underwriting."
DILUTION
Investors purchasing shares of Common Stock in the Offering will incur
immediate dilution of $16.98 in the net tangible book value per share of
Common Stock from the initial public offering price. See "Dilution."
NO PRESENT INTENTION TO PAY DIVIDENDS; RESTRICTION ON ABILITY TO PAY DIVIDENDS
The Company currently intends to retain all available funds to finance the
operation and expansion of its business and therefore does not anticipate
paying any dividends on the Common Stock in the foreseeable future. In
addition, the NationsBank Credit Agreement prohibits the payment of any
dividends in respect of the Common Stock. See "Dividend Policy."
13
<PAGE>
USE OF PROCEEDS
The net proceeds to the Company from the sale of the shares of Common Stock
offered hereby by the Company at an estimated initial public offering price of
$15.00 per share, after deducting the underwriting discount and estimated
offering expenses, are estimated to be $54.6 million. The Company intends to
use such estimated net proceeds as follows: (i) $40.4 million will be used to
repay the Bridge Notes, including accrued and unpaid interest thereon, issued
in connection with the Recapitalization; (ii) $1.3 million will be paid to
NationsBridge as a fee in connection with the repayment of the Bridge Notes;
and (iii) $12.9 million will be used to repay Senior Bank Debt under the
NationsBank Credit Agreement incurred in connection with the Recapitalization,
including $5.5 million of outstanding indebtedness under the Tranche A Term
Loan Facility (as defined below) and $7.4 million of outstanding indebtedness
under the Tranche B Term Loan Facility (as defined below).
Pursuant to the Recapitalization, the Bridge Notes were issued by the
Company in an aggregate principal amount of $40.0 million on July 31, 1996.
The Bridge Notes mature on July 31, 2004 and bear interest at an effective
rate of 13.3%, subject to adjustment in certain circumstances. If the Bridge
Notes are outstanding on December 30, 1996, $10.0 million in principal amount
of the Bridge Notes will automatically be exchanged for senior preferred stock
of the Company and $5.0 million in principal amount of the Bridge Notes will
automatically be exchanged for junior convertible preferred stock of the
Company. At that time, NationsBridge will have the option of selling the
junior convertible preferred stock to the Centre Entities.
In addition, pursuant to the Recapitalization, the Senior Bank Debt was
incurred by the Company in the aggregate principal amount of $76.0 million
under the NationsBank Credit Agreement on July 31, 1996. The Senior Bank Debt
included $30.0 million of the Tranche A term loan facility provided for
thereunder (the "Tranche A Term Loan Facility"), $40.0 million of the Tranche
B term loan facility provided for thereunder (the "Tranche B Term Loan
Facility") and $6.0 million of the $15.0 million revolving credit facility
provided for thereunder (the "NationsBank Revolving Credit Facility"). The
NationsBank Credit Agreement provides that the Tranche A Term Loan Facility
and the NationsBank Revolving Credit Facility mature on July 31, 2002, and the
Tranche B Term Loan Facility matures on July 31, 2003. Loans made under the
Tranche A Term Loan Facility and the NationsBank Revolving Credit Facility
bear interest, at the Company's option, at: (i) a floating rate based upon the
Alternate Base Rate (defined as the higher of the prime rate of the Senior
Agent under the NationsBank Credit Agreement and the federal funds rate as
adjusted plus 0.50%) plus an applicable margin of 1.25% to 1.75% per annum
based on the Company's leverage ratio; or (ii) the applicable Eurodollar Rate
for one, two, three or six months, plus an applicable margin of 2.25% to 2.75%
per annum based on the Company's leverage ratio, subject to adjustment in
certain circumstances. Loans made under the Tranche B Term Loan Facility bear
interest, at the Company's option, at: (i) a floating rate based upon the
Alternate Base Rate plus 2.50% per annum; or (ii) the applicable Eurodollar
Rate plus 3.50% per annum, subject to adjustment in certain circumstances. See
"Recapitalization" and Notes 4 and 10 of Notes to Consolidated Financial
Statements.
In connection with the repayment of the Bridge Notes and a portion of the
Senior Bank Debt, the Company will incur an extraordinary loss of
approximately $3.3 million, net of income taxes. Such extraordinary loss will
be recorded in the period in which the Offering is completed. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Extraordinary Loss."
The net proceeds to be received by the Selling Shareholders from the sale of
the 2,000,000 shares of Common Stock offered by the Selling Shareholders,
after deducting the underwriting discount, will be $27.9 million ($40.5
million if the Underwriters' over-allotment option is exercised in full). The
Company will not receive any of the proceeds from the sale of the shares of
Common Stock offered by the Selling Shareholders.
DIVIDEND POLICY
The Company currently intends to retain any earnings to finance operations
and expansion and, therefore, does not anticipate paying any dividends on the
Common Stock in the foreseeable future. Future dividends, if any, will be
determined by the Board of Directors of the Company and will depend upon the
Company's earnings, capital requirements, financial condition, level of
indebtedness and other factors deemed relevant by the Board of Directors. The
NationsBank Credit Agreement prohibits the payment of any dividends in respect
of the Common Stock.
14
<PAGE>
CAPITALIZATION
The following unaudited table sets forth cash, the current maturities of
long-term debt and the capitalization of the Company: (i) at June 30, 1996;
(ii) pro forma for the Recapitalization; and (iii) pro forma as adjusted for
the application of the net proceeds from the sale of the shares of Common
Stock offered by the Company hereby. See "Use of Proceeds," "Recapitalization"
and Notes 4 and 10 of Notes to Consolidated Financial Statements.
<TABLE>
<CAPTION>
JUNE 30, 1996
--------------------------------------
PRO FORMA
ACTUAL PRO FORMA (1) AS ADJUSTED (2)
------- ------------- ---------------
(IN THOUSANDS)
<S> <C> <C> <C>
Cash and cash equivalents............... $ 4,184 $ -- $ --
======= ========= =========
Current maturities of long-term debt.... $ -- $ 2,400 $ --
======= ========= =========
Long-term debt, less current maturities
(1).................................... $ -- $ 113,641 $ 63,671
Stockholders' equity (deficit):
Preferred Stock, $.10 par value;
200,000 shares authorized, no shares
issued and outstanding............... -- -- --
Class A Common Stock, $0.00001 par
value; 68,060,000 shares authorized,
49,800,000 shares issued and
outstanding actual (14,402,404 shares
issued and outstanding pro forma, and
20,024,171 shares issued and
outstanding pro forma as adjusted)
(2).................................. -- -- --
Class B Non-voting Common Stock,
$0.00001 par value: 14,110,000 shares
authorized, no shares issued and
outstanding.......................... -- -- --
Additional paid-in capital (2)........ 1,931 36,870 92,400
Warrants (3).......................... -- 930 --
Accumulated earnings (deficit) (4).... 21,558 (128,476) (131,955)
Cumulative translation adjustment..... (8) (8) (8)
------- --------- ---------
Total stockholders' equity
(deficit).......................... 23,481 (90,684) (39,563)
------- --------- ---------
Total capitalization.............. $23,481 $ 22,957 $ 24,108
======= ========= =========
</TABLE>
- --------
(1) Pro forma long-term debt, less current maturities, includes the pro forma
effect of borrowings which would have been incurred if the
Recapitalization had been consummated as of June 30, 1996. When the
Recapitalization occurred on July 31, 1996, the amount of long-term debt
incurred was $115.1 million (net of the value attributed to the
NationsBridge Warrants). The additional pro forma borrowings of $1.0
million would have been incurred if the Recapitalization had occurred at
June 30, 1996, as the amount of cash on hand at that date was less than
the amount of cash on hand as of July 31, 1996. See Notes 4 and 10 of
Notes to Consolidated Financial Statements.
(2) Pro forma Common Stock includes the effect of the Recapitalization. Pro
forma as adjusted Common Stock includes the anticipated exercise of the
NationsBridge Warrants, as such shares are anticipated to be sold in the
Offering. Pro forma as adjusted Common Stock also includes the issuance of
1,333,333 shares of Common Stock to THIN International in payment of the
Contingent Payment and the 4,000,000 shares of Common Stock to be sold by
the Company in the Offering at an anticipated price of $15.00 per share
less the underwriting discount and estimated offering expenses. See
"Recapitalization" and Notes 4 and 10 of Notes to Consolidated Financial
Statements.
(3) Pro forma warrants represents the fair value of the NationsBridge Warrants
for 288,434 shares of Common Stock. The NationsBridge Warrants are
anticipated to be exercised and the shares resulting from such exercise to
be sold in the Offering. See "Recapitalization" and Notes 4 and 10 of
Notes to Consolidated Financial Statements.
(4) As a result of the repayment of certain debt with net proceeds of the
Offering, it is expected that the Company will incur, in the fiscal
quarter in which the Offering occurs, an extraordinary loss. If the
Offering had occurred at June 30, 1996, such extraordinary loss would have
been approximately $3.5 million, net of income taxes, related to the
write-off of the unamortized debt discount and debt issuance costs and the
payment of a prepayment penalty on the Bridge Notes. The extraordinary
loss has been reflected in accumulated earnings (deficit) as adjusted. See
"Management's Discussion and Analysis of Financial Condition and Results
of Operations--Extraordinary Loss" and "Recapitalization."
15
<PAGE>
DILUTION
As of June 30, 1996, the Company had net tangible book value of
approximately $23.5 million, or $0.47 per share of Common Stock. In July 1996,
the Company consummated the Recapitalization which resulted in a deficit in
pro forma net tangible book value of approximately $(90.7) million or $(6.30)
per share of Common Stock. Pro forma net tangible book value per share
represents the difference between total pro forma tangible assets and total
pro forma liabilities of the Company divided by the total pro forma number of
shares of Common Stock outstanding at June 30, 1996 (excluding shares issuable
upon the exercise of the NationsBridge Warrants to purchase 288,434 shares of
Common Stock). Pro forma tangible assets, pro forma liabilities and pro forma
number of shares of Common Stock include the effects of the Recapitalization
and the 1.66-for-one stock split anticipated to be effected in October 1996.
After giving effect to the Offering and the application of the estimated net
proceeds therefrom after deducting the underwriting discount and estimated
offering expenses, the deficit in pro forma as adjusted net tangible book
value of the Company at June 30, 1996 would have been approximately $(40.3)
million or $(2.04) per share. This represents an immediate decrease in the
deficit in pro forma net tangible book value of $4.43 per share to existing
stockholders and an immediate dilution of $16.98 per share to purchasers of
Common Stock in the Offering. The following table illustrates such dilution:
<TABLE>
<S> <C> <C> <C>
Assumed initial public offering price per share...... $15.00
Pro forma net tangible book value per share as of
June 30, 1996..................................... $(6.30)
Increase in pro forma net tangible book value per
share attributable to:
4,000,000 shares being sold by the Company in the
Offering.......................................... $4.16
1,621,767 shares being issued by the Company in
settlement of the NationsBridge Warrants and the
Contingent Payment to THIN International. Such
shares will be sold in the Offering, with proceeds
to be paid to the holders ........................ 0.16
-----
Total increase in pro forma net tangible book value
per share attributable to new investors............. 4.32
------
Pro forma as adjusted net tangible book value per
share after giving effect to the Offering........... (1.98)
------
Dilution per share to new investors.................. $16.98
======
</TABLE>
Exercise of the Underwriters' over-allotment option will not have an effect
on dilution to new investors since such shares will be sold by an existing
shareholder.
The foregoing computations assume no exercise of stock options prior to the
consummation of the Offering. The Company has reserved 2,490,000 shares for
issuance under its Stock Option Plan. It is anticipated that options to
purchase an aggregate of 1,738,270 shares of Common Stock at an exercise price
of approximately $3.25 per share will be outstanding as of the effective date
of the Offering. If all such stock issuances and such options had been
exercised (using the treasury stock method) at June 30, 1996, the deficit pro
forma net tangible book value per share after completion of the Offering would
have been $(1.59), representing an immediate decrease in the deficit pro forma
net tangible book value of $4.88 per share attributable to the Offering and an
immediate dilution to new investors of $16.59 per share. See "Management--
Stock Option Plan," "Certain Transactions" and Note 5 of Notes to Consolidated
Financial Statements.
The following table sets forth, on a pro forma basis as of June 30, 1996,
the difference between the total consideration and the average price paid by
the existing shareholders for their shares of the Company's Common Stock and
that paid by the purchasers of shares offered by the Company in the Offering.
<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
------------------ ------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
---------- ------- ----------- ------- -------------
<S> <C> <C> <C> <C> <C>
Existing shareholders.. 16,024,171 80.0% $37,800,000 38.2% $ 2.36
New investors.......... 4,000,000 20.0 60,000,000 61.8 15.00
---------- ----- ----------- ----- ------
Total.............. 20,024,171 100.0% $97,800,000 100.0% $ 4.88
========== ===== =========== ===== ======
</TABLE>
16
<PAGE>
SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)
The selected financial data of the Company for each of the last five years
set forth below have been derived from the Company's consolidated financial
statements for each of the fiscal years in the five-year period ended March
31, 1996, which financial statements have been audited by Arthur Andersen LLP
in the case of the fiscal years ended March 31, 1995 and 1996 and Price
Waterhouse LLP in the case of the fiscal years ended March 31, 1992, 1993 and
1994. The selected historical financial data as of and for the three months
ended June 30, 1995 and 1996 have been derived from the unaudited financial
statements of the Company, but include all adjustments (consisting only of
normal recurring adjustments) which the Company considers necessary for a fair
presentation of the results of operations for the periods presented. The
results of operations for the three-month period ended June 30, 1996 are not
necessarily indicative of the operating results that may be expected for the
Company's fiscal 1997. The selected consolidated financial data set forth
below should be read in conjunction with "Management's Discussion and Analysis
of Financial Condition and Results of Operations" set forth below and the
financial statements of the Company included elsewhere in this Prospectus and
referred to in the "Index to Financial Statements" (together with the notes
and other reports relating to such financial statements).
<TABLE>
<CAPTION>
THREE MONTHS
FISCAL YEAR ENDED MARCH 31, ENDED JUNE 30,
----------------------------------------- ---------------
1992 1993 1994 1995 1996 1995 1996
------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Revenues................ $12,324 $14,049 $20,534 $29,164 $65,439 $13,976 $13,734
Cost of revenues........ 5,039 5,773 9,651 14,230 30,902 6,946 6,561
------- ------- ------- ------- ------- ------- -------
Gross profit............ 7,285 8,276 10,883 14,934 34,537 7,030 7,173
------- ------- ------- ------- ------- ------- -------
Operating expenses:
Selling, general and
administrative ex-
penses................ 3,640 4,606 6,066 8,169 12,087 2,975 2,796
Research and develop-
ment expenses......... 1,615 2,227 2,048 2,296 2,781 660 962
Depreciation and amor-
tization.............. 217 312 297 330 386 98 92
------- ------- ------- ------- ------- ------- -------
Total operating ex-
penses............... 5,472 7,145 8,411 10,795 15,254 3,733 3,850
------- ------- ------- ------- ------- ------- -------
Operating income........ 1,813 1,131 2,472 4,139 19,283 3,297 3,323
Other income (expense),
net.................... 14 (50) (224) 78 72 8 165
------- ------- ------- ------- ------- ------- -------
Income before income
taxes.................. 1,827 1,081 2,248 4,217 19,355 3,305 3,488
Provision for income
taxes (1).............. 553 270 730 1,387 6,565 1,123 1,273
------- ------- ------- ------- ------- ------- -------
Net income.............. $ 1,274 $ 811 $ 1,518 $ 2,830 $12,790 $ 2,182 $ 2,215
======= ======= ======= ======= ======= ======= =======
Net income per share
(2).................... $0.08 $0.05 $0.09 $0.18 $0.80 $0.14 $0.14
======= ======= ======= ======= ======= ======= =======
Weighted average common
shares (2)............. 16,051 16,051 16,051 16,051 16,051 16,051 16,051
PRO FORMA AS ADJUSTED STATEMENT OF OPERATIONS DATA: (3)
Operating income......................................... $19,283 $3,323
Income before income taxes............................... 13,731 2,144
Net income............................................... 9,218 1,361
======= =======
Net income per share..................................... $0.43 $0.06
======= =======
Shares used in computation (4)........................... 21,384 21,384
</TABLE>
<TABLE>
<CAPTION>
MARCH 31, JUNE 30, 1996
----------------------------------- -----------------------
PRO FORMA
1992 1993 1994 1995 1996 ACTUAL AS ADJUSTED (5)
------ ------ ------ ------ ------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital......... $2,536 $3,207 $4,784 $7,657 $20,216 $22,527 $20,343
Total assets............ 5,280 8,036 12,108 16,817 33,820 31,220 31,847
Total debt, including
current maturities..... -- 1,189 876 -- -- -- 63,671
Stockholders' equity
(deficit).............. 3,195 4,006 5,524 8,484 21,262 23,481 (39,562)
</TABLE>
Footnotes to Selected Financial Data appear on following page.
17
<PAGE>
Footnotes to Selected Financial Data
- --------
(1) Provision for income taxes for fiscal 1992 and 1993 was calculated in
accordance with Accounting Principles Bulletin No. 11. Subsequent to
fiscal 1993 the Company adopted Statement of Financial Accounting
Standards No. 109.
(2) Pursuant to the Securities and Exchange Commission Staff Accounting
Bulletin No. 83, common stock and common stock equivalents issued at
prices below the expected public offering price during the 12-month period
prior to the Company's expected initial public offering have been included
in the calculation of weighted average common shares as if they were
outstanding for all periods prior to the Offering, regardless of whether
they are dilutive. Accordingly, the weighted average common shares for all
periods presented reflects: (i) the issuance of shares to the Centre
Entities and the repurchase of shares from THIN International pursuant to
the Recapitalization; (ii) all shares issuable upon exercise of stock
options granted (using the treasury stock method); (iii) all shares
issuable upon exercise of the NationsBridge Warrants; (iv) all shares
granted to management within 12 months of the Offering; and (v) all shares
purchased by management within 12 months of the Offering.
(3) Pro forma as adjusted statement of operations data give effect to the
Recapitalization, the consummation of the Offering and the application of
the net proceeds from the Offering after deducting the underwriting
discount and estimated offering expenses as if they occurred at the
beginning of the respective period. Adjustments to the historical
statement of operations data represent the net effect of: (i) interest on
borrowings under the Senior Bank Debt (at average effective interest rates
of 8.4% to 9.2% for the year ended March 31, 1996 and 8.0% to 8.8% for the
three months ended June 30, 1996) and the Bridge Notes (at an average
effective interest rate of 13.3% for the year ended March 31, 1996 and the
three months ended June 30, 1996), taking into account the NationsBridge
Warrants for 288,434 shares of Common Stock; (ii) elimination of interest
due to repayment of the Bridge Notes and partial repayment of the Senior
Bank Debt with the anticipated proceeds from the Offering; and (iii) the
effect of the pro forma adjustments on the provision for income taxes. The
effect of the extraordinary loss on the early extinguishment of debt as a
result of the repayment of the Bridge Notes and partial repayment of the
Senior Bank Debt with proceeds from the Offering have not been included in
the pro forma as adjusted statement of operations data as the
extraordinary loss is assumed to occur immediately prior to the period
presented. See "Use of Proceeds," "Management's Discussion and Analysis of
Financial Conditions and Results of Operations--Extraordinary Loss,"
"Recapitalization" and Notes 4 and 10 of Notes to Consolidated Financial
Statements.
(4) Shares used in computation include the effect of: (i) 4,000,000 shares of
Common Stock issued and sold by the Company as part of the Offering; (ii)
1,333,333 shares of Common Stock issued to THIN International in payment
of the Contingent Payment and sold by THIN International as part of the
Offering; (iii) 288,422 shares of Common Stock issuable upon the exercise
of the NationsBridge Warrants (net of 12 shares of Common Stock assumed to
be repurchased by the Company using the treasury stock method); (iv)
1,361,296 shares of Common Stock issuable upon the exercise of outstanding
options (net of 376,974 shares assumed to be repurchased by the Company
using the treasury stock method); (v) 36,852 shares granted to management
of the Company; and (vi) 232,333 shares purchased by management. See "Use
of Proceeds," "Management," "Certain Transactions," "Recapitalization" and
Note 5 of Notes to Consolidated Financial Statements.
(5) Pro forma as adjusted balance sheet data give effect to the
Recapitalization, the consummation of the Offering and the application of
the proceeds from the Offering after deducting the underwriting discount
and estimated offering expenses as if they had occurred on the balance
sheet date. Total debt includes the additional effect of borrowings which
would have been incurred if the Recapitalization had occurred at June 30,
1996, since the amount of cash on hand at that date was less than the
amount of cash on hand as of July 31, 1996. See "Use of Proceeds,"
"Capitalization," "Recapitalization" and Notes 5 and 10 of Notes to
Consolidated Financial Statements.
18
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
The Company is the leading worldwide producer of interactive simulation
systems designed to provide training in the handling and use of small and
supporting arms. The Company has focused its sales efforts primarily in the
U.S. and international military and law enforcement market and more recently
has begun to sell simulation training systems in the hunter and sports
training component of the market. Since fiscal 1992, the Company's revenues
and operating income have grown to $65.4 and $19.3 million, respectively,
representing five-year historical compound annual growth rates of 51.8% and
80.6%, respectively.
The Company derives most of its revenues from the sale of its products,
which include simulators, simulated firearms, scenarios, software and
auxiliary equipment, and certain additional revenues from service operations.
The Company receives purchase commitments for its products and services from
its customers largely through purchase orders and short- and long-term
contracts principally with governmental entities. Sales revenues are
recognized primarily upon shipment with advanced billings related to contracts
recorded as deferred revenue and recognized primarily as units are delivered.
Service revenues are comprised of revenues from individual purchase orders,
which are recognized as services are provided, and revenues from extended
service contracts, which are recognized over the life of the service
contracts.
Although the Company sells its products and services to a large number of
military and law enforcement agencies in the U.S. and internationally, the top
five customers accounted for approximately 67.4%, 71.3% and 71.9% of the
Company's revenues in fiscal 1996, 1995 and 1994, respectively. A significant
increase or decrease in demand by a large customer could have a substantial
effect on the Company's revenues, and revenues from any one customer can vary
materially from period to period. A significant portion of the Company's sales
are also made to customers located outside the U.S., primarily in Europe and
Asia. During fiscal 1996, 1995 and 1994, approximately 43.3%, 66.3% and 66.1%,
respectively, of the Company's revenues were derived from sales to
international customers. The Company expects that sales to international
customers will continue to account for a significant percentage of future
revenues, as the worldwide acceptance for simulation-based training systems
continues to grow. Certain of the Company's international sales are
denominated in foreign currencies. The Company does not currently hedge these
foreign currency transactions, since it believes its exposure to foreign
exchange rate fluctuations is not material. See "Risk Factors--Significant
Variability in Quarterly Results," "--Customer Concentration; Reliance on
Certain Key Contracts," "--Government Contracts," "--International Sales,"
"Business--Customers" and Note 7 of Notes to Consolidated Financial
Statements.
Cost of revenues generally includes materials, direct labor, overhead and
other direct costs. Operating expenses include selling, general and
administrative expenses, R&D expenses and depreciation and amortization.
Selling, general and administrative expenses consist primarily of salaries,
wages, benefits, international agents' commissions and marketing expenses. R&D
expenses are largely comprised of salaries, wages, benefits, prototype
equipment and project supplies. The Company expenses all R&D costs in the
period in which they are incurred and has funded all of its R&D efforts over
the past 12 years through internally generated funds.
U.S. Marine Corps Contract
In August 1994, through competitive bidding, the Company was awarded a
fixed-price contract ("Contract 2014") with the U.S. Marine Corps for the
supply of small and supporting arms simulators. This contract also contains
provisions which have enabled purchases under the contract of firearms
simulators by the U.S. Army. The total initial contract amount was $16.1
million, and options exercised and contract modifications made have increased
that amount by a total of $50.6 million through June 30, 1996. Deliveries
under Contract 2014 commenced in the fourth quarter of fiscal 1995 and
totalled $24.4 million through June 30, 1996. At such date, unexercised
options to purchase additional simulators through September 30, 1999 amounted
to approximately
19
<PAGE>
$50.0 million. See "Risk Factors--Customer Concentration; Reliance on Certain
Key Contracts," "--Government Contracts," "Business--Customers" and "--
Government Contracts and Regulation."
Backlog
Backlog represents customer orders that have been contracted for future
delivery. Accordingly, these orders have not yet been recognized as revenue,
but represent potential revenue. As of September 15, 1996, the Company had a
backlog of approximately $62.3 million, of which 68.6% and 30.8% are related
to contracted orders from U.S. military and international customers,
respectively. As of October 25, 1995, the Company had a backlog of
approximately $25.2 million.
Recapitalization
In connection with the Recapitalization on July 31, 1996, the Company: (i)
issued shares of its Common Stock to the Centre Entities for $36.0 million in
cash; (ii) issued $40.0 million in Bridge Notes to NationsBridge and agreed to
issue to NationsBridge warrants for shares of Common Stock as described
herein; (iii) borrowed a total of $76.0 million under the NationsBank Credit
Agreement; (iv) repurchased certain shares of its Common Stock from THIN
International for $151.9 million in cash; and (v) agreed to make the
Contingent Payment of $20.0 million (in cash or shares of Common Stock) to
THIN International if certain trigger events occur. In connection with the
Recapitalization, the Company also sold certain shares and granted certain
options to members of management on September 18, 1996. In addition, the
Company's Common Stock was split 100,000-for-one on July 30, 1996 and is
expected to be split 1.66-for-one in October 1996. All references to Common
Stock data in this Prospectus have been restated to reflect both stock splits.
See "Management," "Certain Transactions" and "Recapitalization."
Extraordinary Loss
Of the $54.6 million of net proceeds expected from the Offering, after
deducting the underwriting discount and estimated offering expenses, $40.4
million will be used to repay the Bridge Notes, including accrued and unpaid
interest thereon. In addition, the Company will pay a $1.3 million fee to
NationsBridge in connection with the repayment. This fee along with the write-
off of unamortized deferred financing costs and debt discount will result in
an extraordinary loss of $3.3 million, net of taxes. This extraordinary loss
will be recognized at the time the Bridge Notes are repaid in connection with
the completion of the Offering, which is expected to occur in the three months
ending December 31, 1996. See "Use of Proceeds."
RESULTS OF OPERATIONS
The following table sets forth certain operating data as a percentage of gross
revenues for the periods indicated:
<TABLE>
<CAPTION>
THREE
MONTHS
FISCAL YEAR ENDED ENDED JUNE
MARCH 31, 30,
------------------- ------------
1994 1995 1996 1995 1996
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Revenues.................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of revenues............................ 47.0 48.8 47.2 49.7 47.8
----- ----- ----- ----- -----
Gross profit................................ 53.0 51.2 52.8 50.3 52.2
----- ----- ----- ----- -----
Operating expenses:
Selling, general and administrative
expenses.................................. 29.6 28.0 18.5 21.3 20.3
Research and development expenses.......... 10.0 7.9 4.2 4.7 7.0
Depreciation and amortization.............. 1.4 1.1 0.6 0.7 0.7
----- ----- ----- ----- -----
Total operating expenses................. 41.0 37.0 23.3 26.7 28.0
----- ----- ----- ----- -----
Operating income............................ 12.0 14.2 29.5 23.6 24.2
Other income (expense), net................. (1.1) 0.3 0.1 0.1 1.2
----- ----- ----- ----- -----
Income before income taxes.................. 10.9 14.5 29.6 23.7 25.4
Provision for income taxes.................. 3.5 4.8 10.1 8.0 9.3
----- ----- ----- ----- -----
Net income.................................. 7.4% 9.7% 19.5% 15.7% 16.1%
===== ===== ===== ===== =====
</TABLE>
20
<PAGE>
THREE MONTHS ENDED JUNE 30, 1996 COMPARED TO THREE MONTHS ENDED JUNE 30, 1995
Revenues. Revenues decreased $242,000, or 1.7%, to $13.7 million for the
three months ended June 30, 1996 as compared to $14.0 million for the three
months ended June 30, 1995. This decrease was primarily attributable to a $2.3
million, or 39.6%, decline in sales to international customers. During the
three months ended June 30, 1995, international revenues included a $4.3
million order to an international law enforcement agency. The results for the
three months ended June 30, 1996 did not include a comparable order. The
decrease in international revenues was partially offset by a $1.0 million, or
76.3%, increase in sales to domestic law enforcement agencies, a large part of
which was due to new orders from two existing federal law enforcement
customers. In addition, the decline was further offset by an increase in sales
to the U.S. Air Force.
Cost of Revenues. Cost of revenues decreased $385,000, or 5.5%, to $6.6
million for the three months ended June 30, 1996 as compared to $6.9 million
for the three months ended June 30, 1995. As a percentage of revenues, cost of
revenues decreased to 47.8% for the three months ended June 30, 1996 as
compared to 49.7% for the three months ended June 30, 1995. This decrease was
attributable primarily to a decline in labor and overhead as a percentage of
revenues to 13.6% for the three months ended June 30, 1996 as compared to
15.0% for the three months ended June 30, 1995. Materials as a percentage of
revenues remained relatively constant for both periods.
Gross Profit. As a result of the foregoing, gross profit increased $143,000,
or 2.0%, to $7.2 million, or 52.2% of revenues, for the three months ended
June 30, 1996 as compared to $7.0 million, or 50.3% of revenues, for the three
months ended June 30, 1995.
Total Operating Expenses. Total operating expenses increased $117,000, or
3.1%, to $3.8 million for the three months ended June 30, 1996 as compared to
$3.7 million for the three months ended June 30, 1995. As a percentage of
revenues, total operating expenses increased to 28.0% for the three months
ended June 30, 1996 as compared to 26.7% for the three months ended June 30,
1995. This increase was primarily the result of a $302,000, or 45.8%, increase
in R&D expenses associated with the development of new products and
improvements of existing products, including development of the Vessel Weapons
Engagement Training System. R&D expenses as a percentage of revenues increased
from 4.7% for the three months ended June 30, 1995 to 7.0% for the three
months ended June 30, 1996. The increase in R&D expenses as a percentage of
revenues was partially offset by a decrease in selling, general and
administrative expenses as a percentage of revenues from 21.3% in the first
quarter of fiscal 1996 to 20.4% in the first quarter of fiscal 1997. Such
decrease was primarily attributable to a decline in international agents'
commissions as a result of the decrease in international revenues discussed
above.
Operating Income. As a result of the foregoing, operating income increased
$26,000, or 0.8%, to $3.3 million, or 24.2% of revenues, for the three months
ended June 30, 1996 as compared to 23.6% of revenues, for the three months
ended June 30, 1995.
Other Income (Expense), Net. Other income consists of interest income,
interest expense and foreign currency transaction gains and losses. Other
income increased $157,000 to $165,000 for the three months ended June 30, 1996
as compared to $8,000 for the three months ended June 30, 1995.
Provision for Income Taxes. The effective tax rate increased to 36.5% of
income before income taxes for the three months ended June 30, 1996 as
compared to 34.0% of income before income taxes for the three months ended
June 30, 1995. Such increase was primarily attributable to the decrease in
international revenues as a percentage of revenues, which reduced the tax
benefits derived from the Company's foreign sales subsidiary. The Company also
benefited from the impact of R&D tax credits utilized.
Net Income. As a result of the foregoing, net income increased $33,000, or
1.5%, to $2.2 million, or 16.1% of revenues, for the three months ended June
30, 1996 as compared to 15.7% of revenues, for the three months ended June 30,
1995.
21
<PAGE>
FISCAL YEAR ENDED MARCH 31, 1996 COMPARED TO THE FISCAL YEAR ENDED MARCH 31,
1995
Revenues. Revenues increased $36.2 million, or 124.4%, to $65.4 million for
fiscal 1996 as compared to $29.2 million for fiscal 1995 as a result of
increases in revenues in all of the Company's target markets. Approximately
65.5% of such increase was attributable to a $23.8 million increase in sales
to the U.S. military. This increase in sales to the U.S. military was due to
two new contracts awarded in August 1994. Deliveries began in January 1995
under Contract 2014 which accounted for a majority of the increase. As a
result, fiscal 1996 reflected a full year of deliveries under this contract
while fiscal 1995 reflected approximately two months of deliveries. The second
contract was with the U.S. Marine Corps Reserves under which deliveries began
in October 1995. Fiscal 1996 reflected six months of deliveries under this
contract while fiscal 1995 reflected no deliveries. In addition, approximately
24.8% of the overall increase in revenues was attributable to increased sales
to international customers of $9.0 million, or 46.5%, primarily due to
deliveries under contracts with the Royal Netherlands Army and two
international law enforcement agencies. The increase in international sales
was partially offset by reductions in deliveries to the British Ministry of
Defense, the Singapore Army and the Swiss Army. Sales to law enforcement
agencies also increased by $2.9 million, or 64.3%, primarily due to
significant deliveries to two existing federal law enforcement customers
beginning in the second quarter of fiscal 1996. Fiscal 1996 also included
approximately $573,000 in sales to hunter and sports training customers.
Cost of Revenues. Cost of revenues increased $16.7 million, or 117.2%, to
$30.9 million for fiscal 1996 as compared to $14.2 million for fiscal 1995. As
a percentage of revenues, cost of revenues decreased to 47.2% for fiscal 1996
as compared to 48.8% for fiscal 1995. The decrease was primarily the result of
spreading labor and overhead costs over a substantially higher revenue base.
This decline in labor and overhead costs as a percentage of revenues was
partially offset by an increase in materials as a percentage of revenues due
to lower gross margins from the two new U.S. military contracts.
Gross Profit. As a result of the foregoing, gross profit increased $19.6
million, or 131.3%, to $34.5 million, or 52.8% of total revenue, for fiscal
1996 as compared to $14.9 million, or 51.2% of total revenues, for fiscal
1995.
Total Operating Expenses. Total operating expenses increased by $4.5
million, or 41.3%, to $15.3 million for fiscal 1996 as compared to $10.8
million for fiscal 1995. Total operating expenses as a percentage of revenues
decreased to 23.3% for fiscal 1996 from 37.0% for fiscal 1995 which resulted
from operating leverage that enabled the Company to spread its fixed costs
over a larger revenue base. Accordingly, selling, general and administrative
expenses declined as a percentage of revenues to 18.5% for fiscal 1996 from
28.0% for fiscal 1995. R&D expenses increased 21.1% from fiscal 1995 to fiscal
1996 due to continued efforts in developing new and improving existing
products. However, R&D expenses as a percentage of revenues decreased to 4.2%
in fiscal 1996 from 7.9% in fiscal 1995.
Operating Income. As a result of the foregoing, operating income increased
$15.2 million, or 365.9%, to $19.3 million, or 29.5% of revenues, for fiscal
1996 as compared to $4.1 million, or 14.2% of revenues, for fiscal 1995.
Other Income (Expense), Net. Other income decreased $6,000, or 7.7%, to
$72,000 for fiscal 1996 as compared to $78,000 for fiscal 1995.
Provision for Income Taxes. The effective tax rate increased to 33.9% of
income before income taxes for fiscal 1996 as compared to 32.9% of income
before income taxes for fiscal 1995. This increase was primarily attributable
to the increase in the federal tax rate at the Company's current taxable
income level to 35.0% for fiscal 1996 as compared to 34.0% for fiscal 1995.
The Company also benefited from the impact of R&D tax credits utilized, the
effect of which was greater in fiscal 1995 than in fiscal 1996 due to the fact
that the Company had lower taxable income in 1995. During fiscal 1996, the
Company also began utilizing a foreign sales corporation which provided a
permanent tax benefit related to international export sales.
22
<PAGE>
Net Income. As a result of the foregoing, net income increased $10.0
million, or 351.9%, to $12.8 million, or 19.5% of revenues, for fiscal 1996 as
compared to $2.8 million, or 9.7% of revenues, for fiscal 1995.
FISCAL YEAR ENDED MARCH 31, 1995 COMPARED TO THE FISCAL YEAR ENDED MARCH 31,
1994
Revenues. Revenues increased $8.7 million, or 42.0%, to $29.2 million for
fiscal 1995 as compared to $20.5 million for fiscal 1994. Approximately 66.8%
of such increase was the result of a significant increase in sales to
international customers of $5.8 million, or 42.4%. A substantial portion of
the increase in fiscal 1995 international sales was due to increased
deliveries under the Company's British Ministry of Defense contract, which
began in September 1993, as well as deliveries to the Singapore Army, Swiss
Army and certain other international customers. In addition, approximately
21.6% of the overall increase in revenues was the result of an increase in
sales to the U.S. military of $1.9 million, or 55.0%. Such increase in U.S.
military sales was due to Contract 2014 awarded in August 1994 by the U.S.
Marine Corps, on which deliveries began in the fourth quarter of fiscal 1995.
Sales to law enforcement agencies in the U.S. also increased by $1.0 million,
or 28.2%.
Cost of Revenues. Cost of revenues increased $4.5 million, or 47.4%, to
$14.2 million for fiscal 1995 as compared to $9.7 million for fiscal 1994. As
a percentage of revenues, cost of revenues increased to 48.8% for fiscal 1995
as compared to 47.0% for fiscal 1994. Such increase was attributable to a
significant increase in materials costs as a percentage of revenues which
resulted from the lower gross margins from Contract 2014.
Gross Profit. As a result of the foregoing, gross profit increased $4.1
million, or 37.2%, to $14.9 million, or 51.2% of total revenue, for fiscal
1995 as compared to $10.8 million, or 53.0% of total revenue, for fiscal 1994.
Total Operating Expenses. Total operating expenses increased $2.4 million,
or 28.3%, to $10.8 million for fiscal 1995 as compared to $8.4 million for
fiscal 1994. Total operating expenses as a percentage of revenues decreased to
37.0% for fiscal 1995 as compared to 41.0% for fiscal 1994. This decrease
primarily resulted from a decline in selling, general and administrative
expenses as a percentage of revenues from 29.6% in fiscal 1994 to 28.0% in
fiscal 1995, and a decline in R&D expenses as a percentage of revenues from
10.0% in fiscal 1994 to 7.9% in fiscal 1995. These decreases in percentage of
revenues primarily resulted from operating leverage benefits.
Operating Income. As a result of the foregoing, operating income increased
$1.6 million, or 67.4%, to $4.1 million, or 14.2% of total revenues, for
fiscal 1995 as compared to $2.5 million, or 12.0% of total revenues, for
fiscal 1994.
Other Income (Expense), Net. Other income increased $302,000 to $78,000 for
fiscal 1995 as compared to an expense of $224,000 for fiscal 1994. This
increase primarily resulted from a decrease in interest expense in fiscal 1995
compared to fiscal 1994 and foreign currency translation gains achieved in
fiscal 1995.
Provision for Income Taxes. The effective tax rate increased to 32.9% of
income before income taxes for fiscal 1995 as compared to 32.5% of income
before income taxes for fiscal 1994. Such increase was primarily attributable
to the greater impact of the R&D tax credit utilized to reduce fiscal 1994
income tax expense.
Net Income. As a result of the foregoing, net income increased $1.3 million,
or 86.4%, to $2.8 million, or 9.7% of revenues, for fiscal 1995 as compared to
$1.5 million, or 7.4% of revenues, for fiscal 1994.
QUARTERLY RESULTS OF OPERATIONS
The following table presents certain unaudited quarterly statements of
operations data for each of the five quarters beginning April 1, 1995 and
ending June 30, 1996. Such information, in the opinion of management, includes
all adjustments consisting only of normal recurring adjustments necessary for
a fair presentation of that
23
<PAGE>
information. The results of operations for any quarter are not necessarily
indicative of the results to be expected for any future period.
<TABLE>
<CAPTION>
QUARTER ENDED
------------------------------------------------
FISCAL 1996 FISCAL 1997
----------------------------------- -----------
JUNE 30 SEPT. 30 DEC. 31 MAR. 31 JUNE 30
------- -------- ------- ------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Revenues...................... $13,976 $13,113 $23,784 $14,566 $13,734
Gross profit.................. 7,030 5,855 13,524 8,128 7,173
Operating income.............. 3,297 2,783 9,287 3,916 3,323
Income before income taxes.... 3,305 2,783 9,291 3,976 3,488
Net income.................... 2,182 1,780 6,111 2,717 2,215
<CAPTION>
QUARTER ENDED
------------------------------------------------
FISCAL 1996 FISCAL 1997
----------------------------------- -----------
JUNE 30 SEPT. 30 DEC. 31 MAR. 31 JUNE 30
------- -------- ------- ------- -----------
<S> <C> <C> <C> <C> <C>
Revenues...................... 100.0% 100.0% 100.0% 100.0% 100.0%
Gross profit.................. 50.3 44.7 56.9 55.8 52.2
Operating income.............. 23.6 21.2 39.0 26.9 24.2
Income before income taxes.... 23.6 21.2 39.1 27.3 25.4
Net income.................... 15.6 13.6 25.7 18.7 16.1
</TABLE>
The Company's operations and related revenues and operating results
historically have varied substantially from quarter to quarter, and the
Company expects these variations to continue. Among the factors causing these
variations have been the number, timing and scope of the Company's contracts
and purchase orders, concentration of shipments under large orders and the
uneven timing of receipt by the Company of necessary authorizations by
governmental customers. See "Risk Factors--Significant Variability in
Quarterly Results."
LIQUIDITY AND CAPITAL RESOURCES
Prior to the Recapitalization, the Company's principal liquidity and capital
needs were to fund working capital and capital expenditures necessary to
support its growth. Net working capital was $22.5 million at June 30, 1996 and
$20.2 million at March 31, 1996.
The Company's operating activities used cash of $3.9 million in the three
months ended June 30, 1996 and generated cash of $6.6 million, $2.0 million
and $1.1 million in fiscal 1996, 1995 and 1994, respectively. The primary use
of operating cash in the three months ended June 30, 1996 was to decrease
accrued liabilities and accounts payable. The Company generated cash from
operations in fiscal 1996, 1995 and 1994 due to higher levels of net income in
all three years which was partially offset by increases in inventories in all
three years and increases in accounts receivable in fiscal 1996 and 1994.
The Company's investing activities used cash of $27,000 for the three months
ended June 30, 1996 and $761,000, $191,000 and $405,000 in fiscal 1996, 1995
and 1994, respectively. The Company's use of cash for investing activities in
those periods was due to capital expenditures. In fiscal 1996, the Company's
capital expenditures were primarily for manufacturing equipment, commercial
vehicles and certain computer equipment used in R&D and general
administration.
The Company used $876,000 to reduce outstanding borrowings under its line of
credit in fiscal 1995. The Company borrowed $762,000 under its line of credit
and repaid $1.1 million of its related-party notes payable in fiscal 1994. As
of June 30, 1996, the Company had no long-term debt outstanding.
24
<PAGE>
Prior to the Recapitalization described herein, the Company maintained a
$6.0 million revolving credit facility with NationsBank, N.A. which was
terminated in connection with the Recapitalization. In connection with the
Recapitalization, the Company entered into the $85.0 million NationsBank
Credit Agreement under which the Company borrowed an aggregate of $76.0
million in three components: (i) $6.0 million out of an available $15.0
million under the NationsBank Revolving Credit Facility, which matures July
31, 2002; (ii) $30.0 million of the Tranche A Term Loan Facility that requires
quarterly principal payments ranging from $200,000 to $1.8 million, commencing
September 30, 1996 and matures July 31, 2002; and (iii) $40.0 million of the
Tranche B Term Loan Facility that requires quarterly principal payments
ranging from $125,000 to $9.4 million, commencing December 31, 1996 and
matures July 31, 2003. The NationsBank Revolving Credit Facility, the Tranche
A Term Loan Facility and the Tranche B Term Loan Facility bear interest at
variable rates, which were approximately 10.0%, 8.4% and 9.1%, respectively,
at August 31, 1996. The borrowings under the NationsBank Credit Agreement are
secured by: (i) substantially all of the Company's assets; (ii) a pledge of
all of the Common Stock of the Company, which pledge will be released upon
consummation of the Drop Down Transaction; and (iii) a pledge of 65.0% of the
capital stock of the Company's foreign subsidiaries. The Company also received
$40.0 million from the sale of Bridge Notes to NationsBridge, which mature on
July 31, 2004 and bear interest at an effective rate of 13.3%, payable
quarterly. See "Risk Factors--Leverage," "Recapitalization" and Notes 4 and 10
of Notes to Consolidated Financial Statements.
The Company's indebtedness and the related covenants will have several
important effects on its future operations, including, but not limited to, the
following: (i) a portion of the Company's cash flow from operations must be
dedicated to the payment of interest on and principal of its indebtedness and
will not be available for other purposes; (ii) the Company's ability to obtain
additional financing in the future for working capital, capital expenditures,
R&D, acquisitions, general corporate purposes or other purposes may be
limited; and (iii) the Company's level of indebtedness could limit its
flexibility in reacting to business developments and changes in its industry
and economic conditions generally.
The Company plans to proceed with the Offering with the anticipation of
raising approximately $54.6 million in net proceeds after deducting the
underwriting discount and estimated offering expenses. The Company anticipates
using the net proceeds to the Company to pay off the Bridge Notes and reduce
the Senior Bank Debt. There can be no assurance that the Offering can be
completed at the anticipated price, or at all.
In addition to cash required for debt service, the Company anticipates that
its primary uses of cash in future periods will be for R&D expenses, working
capital and capital expenditures. From time to time, the Company enters into
long-term contracts with customers, in which R&D and delivery extend for more
than a one-year period. In such contracts, the Company attempts to obtain
advance payments to fund the R&D expenses and production costs required under
these contracts. The Company defers revenues associated with these contracts
until the products are delivered.
The Company believes that the proceeds from the Offering, together with cash
flow from operations and borrowings under the NationsBank Credit Agreement,
will be sufficient to meet the Company's presently anticipated working
capital, capital expenditure and debt service needs for at least the next 12
months. See "Use of Proceeds."
25
<PAGE>
BUSINESS
The Company is the leading worldwide producer of interactive simulation
systems designed to provide training in the handling and use of small and
supporting arms. The Company offers a broad array of cost-effective training
systems ranging from individual marksmanship trainers to instructional systems
for multiple users. Unlike traditional live firing ranges, the Company's
simulation systems enable users to train in highly realistic situations
through the integration of video and digitized projected imagery and modified,
laser-emitting firearms that retain the fit, function and feel of the original
weapon. Utilizing internally developed proprietary software and sensors
incorporated into the simulated weapons, the Company's systems offer real-time
feedback and evaluation with respect to a number of performance measures such
as accuracy, reaction time, situational judgment and other important elements
of weapons handling. In addition, the Company's simulation systems offer
significant improvements in safety as well as many other benefits to customers
that cannot be attained in live weapons practice, including reductions in
ammunition consumption, weaponry wear, trainee transport and range maintenance
costs and environmental remediation expenses. Over its 12-year history, the
Company's team of subject matter experts has developed over 180 types of
simulated weapons and approximately 100 laser discs containing more than 1,000
training scenarios.
The Company has focused its sales efforts primarily in the U.S. and
international military and law enforcement market segments through its
principal facilities near Atlanta, Georgia and its other facilities in the
U.K., the Netherlands and Singapore. More recently, the Company has also begun
to sell simulation training systems in the hunter and sports training
component of the market. By offering products that enhance training
effectiveness while reducing costs, FATS has sold systems to numerous
customers in the U.S. and abroad, including the U.S. Marine Corps, the U.S.
Army, the U.S. Air Force, the Los Angeles Police Department, the Internal
Revenue Service, the Singapore Army and Police Coast Guard, the British
Ministry of Defense and the Royal Netherlands Army.
Having sold more than 2,000 FATS(TM) systems in the U.S. and over 30
countries internationally, the Company believes its systems sold to date
represent more than 90.0% of the worldwide installed base of interactive small
and supporting arms simulation systems in the military and law enforcement
markets. Management believes that the Company's success to date has been due
primarily to the proven quality and cost-effectiveness of the Company's
products, its premier FATS(TM) brand name, its strong long-term relationships
with its customers, its ability to provide innovative customized training
solutions on a timely basis, its extensive inventory of proven weapons and
scenarios, its ability to integrate advanced technologies and its team of
recognized subject matter experts. As a result of these competitive
advantages, the Company's revenues and operating income have grown at compound
annual growth rates of 51.8% and 80.6%, respectively, over the last five
fiscal years to $65.4 million and $19.3 million, respectively, in fiscal 1996.
As of September 15, 1996, the Company had a backlog of approximately $62.3
million from all customers and an additional $50.0 million in unexercised
customer options to purchase the Company's products through September 30, 1999
under an existing contract with the U.S. Marine Corps.
INDUSTRY OVERVIEW
The Company has helped to revolutionize small and supporting arms training
through the introduction of cost-effective and realistic interactive
simulation. For decades, military and law enforcement organizations have
trained personnel on firing ranges with targets that are static or have
limited motion capabilities. This approach neither accurately replicates the
hostile situations armed personnel are likely to face nor helps to develop
tactical skills and individual judgment. Despite efforts by law enforcement
agencies to add "aggressor" and "friendly" targets to evaluate the judgment of
their trainees, live fire training remains limited in its ability to replicate
real-life situations. Simulation systems not only provide solutions to these
issues but also offer significant improvements in safety and many other
benefits that cannot be attained in live weapons practice, including
reductions in ammunition consumption, weaponry wear, trainee transport and
range maintenance costs. In addition, firearms simulators help customers
reduce costs associated with environmental compliance requirements such as the
cost of removal from target ranges of lead deposits caused by the use of live
ammunition. Furthermore, many law
26
<PAGE>
enforcement agencies have begun to adopt simulation systems based in part on
their concern over the increasing number of liability lawsuits relating to
alleged uses of excessive force. As a result, military and law enforcement
organizations are allocating greater portions of their training budgets to
small and supporting arms simulation training.
In addition to the increased demand for more realistic training, management
believes the development of the small arms simulation industry has benefitted
from two trends: (i) increasing pressure on budgets; and (ii) rapidly
advancing computer and video technology. Faced with declining budgets, many
military and law enforcement agencies are adopting interactive small and
supporting arms simulation as a means of reducing costs while maintaining
training effectiveness. In addition, firearms simulators help customers reduce
costs associated with environmental compliance requirements such as the
removal from target ranges of lead deposits caused by the use of live
ammunition. At the same time, advances in computing power and speed coupled
with advances in high resolution graphics and video technology have made it
possible to create highly realistic and cost-effective simulators. The
improved fidelity and diagnostic capability of current simulators permit
military and law enforcement agencies to improve the quality of firearms
training at a substantially lower cost than live fire training.
The interactive small and supporting arms simulation industry is relatively
new and developing, and the Company believes that the global business
opportunities remain substantial due to the significant benefits of and demand
for simulation products. Of the approximately $260 billion U.S. military
budget for fiscal 1997, approximately $3 billion to $5 billion is allocated to
overall training and training-related expenditures. Management estimates that
the market for small and supporting arms simulation systems like the Company's
product line in the U.S. military market segment alone is approximately $800
million, based on near-term stated acquisition objectives for small and
supporting arms simulation systems set by various branches of the U.S. armed
services. Moreover, management believes the trends favoring increased reliance
upon simulation in the U.S. can also be identified abroad as military and law
enforcement agencies in other countries, generally centralized to a greater
extent than in the U.S. and facing increasingly restrictive budgets, are re-
allocating greater portions of their training budgets to simulation training.
COMPETITIVE ADVANTAGES
The Company believes that its success to date in the small arms training
simulation market is attributable to the following key competitive advantages:
Proven Quality and Cost-Effectiveness of Its Products. Studies conducted by
various military and law enforcement agencies including the U.S. Marine Corps,
the U.S. Army and the U.S. Air Force have validated the cost-effectiveness and
training benefits of FATS(TM) systems for such entities. Furthermore, such
studies also show that trainees using FATS(TM) systems generally improve their
marksmanship and judgment skills faster than those using only live fire
training. FATS(TM) systems have been used for training U.S. and British forces
in Bosnia and for pre-deployment training of U.S. forces for Operation Desert
Storm and operations in Somalia.
Premier FATS(TM) Brand Name. The Company believes that the FATS(TM) brand
name has become associated with high quality, technically superior interactive
small and supporting arms simulator systems. Management believes that its
reputation has been enhanced by the acceptance of the Company's products by
certain military and law enforcement agencies that employ exacting standards
in making purchasing decisions. As a result, management believes that the
FATS(TM) premier brand name is critical to its ability to compete in its
existing market. In addition, the Company intends to build on this reputation
as it focuses on other market segments that have sophisticated firearms
training requirements, as it has already begun to do in the hunter and sports
training component of the market.
Strong Long-Term Relationships with Customers. The Company believes that a
critical element of its success to date and its ability to continue to expand
the market for simulation-based training has been its commitment to long-term
relationships with its customers. The Company works closely with its customers
often
27
<PAGE>
for a substantial period of time to help determine their training needs,
define specifications and develop customized training solutions. This approach
is particularly important given the relative infancy of the simulation-based
small arms training market and the education required to convert into
customers those agencies and personnel accustomed to traditional live fire
training. In addition to providing extensive training manuals, once a system
has been installed for a customer, the Company continues to provide support
through long-term service and maintenance agreements and service centers
designed to address customer needs within 24 hours of notification. Through
these long-term relationships, the Company works to expand its customers'
defined requirements and develop follow-on sales of existing products, systems
upgrades and additional weapons and scenarios. The Company's commitment and
approach to customer service enable it to develop opportunities for the
introduction of product enhancements and other incremental sales
opportunities.
Innovative Customized Training Solutions. The Company works closely with
many of its customers to develop training programs, simulated weapons and
training scenarios tailored to their specific needs. This ability to adapt
products to particular training needs is critical because the needs of the
Company's customers vary substantially. In addition, the Company offers a
broad range of products at various prices and with numerous options in order
to reach as broad a market as possible. When the Company develops highly
customized solutions, it usually retains the rights to each product and
therefore is able to leverage its technology investment in the development of
similar products for sale to other customers.
Extensive Inventory of Proven Weapons and Scenarios. Over its 12-year
history, the Company has fielded more than 180 simulated weapons and
approximately 100 laser discs containing more than 1,000 scenarios. The
Company draws on this proven catalog of existing products to address quickly
specific customer requirements. Management believes that its ability to offer
simulated weapons already fielded and tested by other customers has been
instrumental in its success in competitive bidding situations.
Integration of Advanced Technologies. The Company's strong technical
application capability enables it to effectively integrate: (i) advanced
laser, computer and video technology from third parties; (ii) proprietary
ballistics modelling, training and diagnostic software; and (iii) specially
machined, realistic, sensor-embedded weapons. The Company's strategic
relationships with leading high technology companies provide it access to
advanced simulation technologies and the opportunity for collaborative product
development. This emphasis on continual systems enhancements and development
of new generations of products enables the Company to expand its product
offerings and augment its sales to existing customers. In order to maintain
its technical application capability, the Company dedicates significant
resources to R&D, with a total staff of 64 persons, the majority of whom have
advanced degrees.
Team of Recognized Subject Matter Experts. In order to produce highly
realistic simulated weapons and training scenarios for its small and
supporting arms simulation systems, the Company seeks to hire and retain
specialists with subject matter expertise. The Company's R&D department
consists of technical and training experts drawn from a wide range of military
and law enforcement backgrounds to ensure an understanding of each customer's
unique training needs. Technical weapons experts ensure that the Company's
simulated weapons provide the fit, function and feel of the original weapon,
including characteristics such as recoil, weight, balance and ballistics.
Training specialists translate a customer's live fire training requirements
into quantifiable simulation objectives and then work with R&D engineers to
produce simulation solutions that fulfill such customer's needs. Accordingly,
the Company continually recruits, hires and seeks to retain personnel with
military and law enforcement experience, and in particular individuals with
expertise in technical matters, training requirements and the appropriations
and procurement process.
GROWTH STRATEGY
The Company has experienced substantial growth in its sales during recent
years and intends to seek further growth through expanded sales of its
existing products in its target markets as well as the development of new
products and markets. The Company's growth strategy includes the following
core elements:
28
<PAGE>
Increase Market Penetration. The interactive small and supporting arms
simulation industry is relatively new. As a result, the Company is seeking to
broaden acceptance of its products and increase sales to military and law
enforcement agencies in the U.S. and internationally. While continuing to
acquire new customers by demonstrating the cost-effectiveness and training
benefits of its products, the Company also focuses on generating repeat orders
from existing customers. The Company has found that its customers often order
additional simulation systems after an initial purchase once they experience
the advantages of the FATS(TM) systems. In addition, in recent years, the
Company has begun to focus on generating follow-on orders through systems
upgrades, software and other auxiliary products.
Continue New Product Development. A key element of the Company's growth
strategy is new product development. The Company believes that it can continue
to develop new products as a result of its R&D efforts and its understanding
of the needs of its customers. For example, the Company's newest simulator,
the Vessel Weapons Engagement Training System ("VWETS"), is being developed at
the request of and in close collaboration with an international customer. The
Company is now developing smaller versions of the product for sale to other
customers and believes that this integration of a motion platform with its
core simulation technology can be applied to a variety of other mounted
weapons training situations. In addition, the Company is currently developing
simulation products for training law enforcement personnel in the use of less-
than-lethal force (e.g., tear gas, batons, sticky foam and bean bag shotguns).
The Company is also developing simulators for newly emerging weaponry and
products integrating FATS(TM) systems with larger weapons system simulators.
Expand into New Markets. Management believes that significant opportunities
exist for sales beyond the Company's traditional military and law enforcement
customers. The Company has already begun to focus on the hunter and sports
training component of the market, which management believes is a natural
extension of its activities to date. The Company believes that potential
customers for products related to hunter education include both state and
federal agencies which have shown interest in simulation as a means of
promoting hunter safety and conservation as well as firearms dealers
interested in the use of simulators for competitive shooting exercises, hunter
training and home security programs. In addition, although the Company has not
yet taken steps to develop a product line or otherwise enter the market for
arcades, amusement parks and other entertainment venues, the Company believes
that this market may represent significant opportunities for the Company in
the future. The Company believes that less expensive lower resolution,
portable versions of certain of its systems could be developed readily for
these markets.
Pursue Selected Strategic Acquisitions. As an alternative or a supplement to
the internal development of additional product lines, new products could be
developed or added to the FATS(TM) line by means of strategic acquisitions,
joint ventures or partnerships. In particular, an acquisition of a company
with a strong brand name in lower price point or different products could
permit the Company to expand its product line, while maintaining the premium
position of the FATS(TM) brand name. However, the Company has not made any
such acquisition or entered into any such arrangement in the past and
currently has no existing agreements, commitments or specific plans to do so.
PRODUCTS
The Company offers a variety of innovative products to meet the specific
firearms training needs of its customers. Customers typically purchase a
system comprised of a simulator with several weapons and scenarios. The
Company's systems sell for prices from $50,000 for low-end systems with a
basic complement of weapons and scenarios to over $300,000 for high-end
systems with an extensive set of weapons and scenarios and auxiliary
equipment. The Company also sells additional weapons and laser discs to
customers as add-ons to basic systems at prices ranging from $1,000 to
$25,000.
Simulators. The Company's training simulators combine a primary simulation
computer, a laser hit location detection system, a laser disc player and a
video projector. The user of the simulator practices with a
29
<PAGE>
modified firearm and fires a laser beam at targets within a highly realistic
training scenario appearing on a 10- to 30-foot video screen. The simulator
processes data provided by the laser hit location detection system and sensors
integrated into the simulated weapon to provide the instructor and trainee
real-time performance feedback. In addition, the instructor can replay various
parts of the training exercise with the trainee for detailed analysis of the
trainee's performance, including the trainee's accuracy, reaction time,
judgment and other aspects of weapons handling. Certain of the Company's
simulators can accurately measure weapons fire at simulated distances of up to
2,200 meters and be linked to other simulators so that as many as 15
individuals can train at the same time. In addition, the simulators can be
programmed to replicate a wide variety of real-life situations, including
situations in which outcomes depend upon the user's reactions as well as
situations in which the user faces unexpected events such as the malfunction
of the firearm.
Simulated Firearms. The Company works closely with its customers to offer a
diverse range of specially modified or custom fabricated simulated firearms
which accurately replicate the fit, function and feel of the original firearm
in all material respects. The Company believes it is critical that its
simulated weapons have the same physical functions and operational
characteristics as the actual firearm such as weight, timing of fire, recoil,
potential for weapon malfunction and loading and reloading procedures. A
typical simulated firearm will include an infra-red laser, gas piston
actuators, valves, several types of electronic sensors, a localized computer
controller, specialized recoil buffers, gas lines, ports and wiring. Based
upon customer requirements, the Company can modify actual weapons into
simulated firearms or can manufacture simulated firearms from raw materials.
The majority of simulated firearms sold to U.S. military and law enforcement
customers are modified from actual firearms or assembled from weapon kits
purchased from third party suppliers, while many international military
customers provide their own firearms for the Company to convert into training
devices. The Company's simulated firearms are designed for an extended life-
cycle with maximum reliability and realism. Currently available weapon types
include revolvers, semi-automatic pistols, shotguns, semi-automatic and
burst/automatic rifles, submachine guns, machine guns, anti-armor rocket
launchers, grenade launchers, cannons, mortars and archery bows.
Scenarios and Software. The Company offers more than 100 video laser discs
containing more than 1,000 scenarios designed for various targeted markets.
The Company's software programs combine video and graphics into a versatile
simulation package. The instructor can use the program to modify the training
exercises and monitor performance of the user in a broad range of scenarios.
These scenarios are based on realistic combat situations such as small unit
ambushes complete with tank or helicoptor aggressor units or law enforcement
situations ranging from ordinary patrol encounters to special SWAT operations.
Scenarios are typically filmed in an environment similar to that which the
user is likely to experience. The Company often works with its customers to
produce a video laser disc of a specific training scenario or location. In
addition, the video disc often contains variations of the same situation so
that the customer can train users in a variety of scenarios and with multiple
outcomes depending upon the actions of the trainee or instructions of the
trainer. The Company can also draw on its extensive library of scenarios in
order to reduce the time necessary to provide customized training solutions
for new customers.
Auxiliary Equipment. The Company manufactures a wide range of optional
auxiliary equipment which enhances the realism of the training scenarios.
Options include: (i) enemy shootback, which simulates return fire from the
target and has the ability to disable a trainee's training weapon; (ii) night
vision adapter, which can simulate night training using day video scenarios
and standard night vision goggles; (iii) less-than-lethal law enforcement
options such as baton simulation, pepper spray training devices and blank
firing weapons; and (iv) classroom trainers, in which a personal computer and
software are added to the system so that as many as 40 students, each with a
personal keypad, can participate in interactive training.
TARGETED MARKET
The Company currently targets four principal market components: (i) U.S.
military; (ii) U.S. law enforcement; (iii) international (including military
and law enforcement authorities); and (iv) hunter and sports training. Each
market component is in a different stage of development and is defined by a
different set of characteristics.
30
<PAGE>
U.S. Military. The desire to provide realistic training while significantly
reducing costs has been the primary reason for the adoption of simulated arms
training by U.S. military authorities. The costs of live fire training, which
make it a relatively expensive form of training, include the usage of
ammunition, wear and tear on weapons, the need to transport soldiers and
equipment to the firing range and legal requirements for remediation of
environmental damage to the firing range. Moreover, according to budget
estimates of the DOD for the government's fiscal 1997, certain elements of the
U.S. armed forces have accumulated a substantial shortfall relative to desired
inventory levels of ammunition, which shortfall has provided an impetus to
certain organizations within the U.S. armed forces to adopt or expand
simulation training.
Although the U.S. military is centralized at the highest level, each major
branch of the U.S. military is at a different stage of implementing simulation
in its training regimen. The U.S. Marine Corps has adopted simulation as a
fundamental part of its training activities. In fiscal 1995, through
competitive bidding, the Company was awarded a contract (Contract 2014) with
the U.S. Marine Corps for the supply of small and supporting arms simulators.
The U.S. Army has purchased systems under the Company's contract with the U.S.
Marine Corps. The U.S. Air Force has purchased systems from the Company
through the procedures of the U.S. General Services Administration ("GSA").
The Company believes that it is the primary supplier of interactive small and
supporting arms simulation systems to the U.S. Marine Corps, the U.S. Army and
the U.S. Air Force. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--U.S. Marine Corps Contract" and "--
Results of Operations."
A critical feature of the U.S. military component of the market is the
procurement, budgeting and appropriations process. There are two principal
methods by which military organizations in the U.S. acquire training
equipment. For purchasing programs that will be defined in the U.S.
government's budget, the military organizations generally follow the DOD's
multi-phase Planning, Programming, Budgeting and Execution System ("PPBES").
In the planning phase, the DOD makes a proposal based on its examination of
the specific requirements and requests of each service branch given available
existing products and products under development. The Company's simulation
products have been formally reviewed and tested in the planning phase by all
branches of the U.S. military. In the programming phase, a Program Objective
Memorandum is drafted to identify to the U.S. Congress, which is responsible
for the budgeting and appropriation of funds, the specific purchases requested
by the military and the desired time period for the purchases. In the
budgeting phase, each military branch and command within each branch compete
with the other branches or commands for funds. After funds are included in the
federal budget, they must be appropriated by Congress in order to be released
to the military to be spent; appropriation of funds for simulators and other
similar types of equipment are generally appropriated for expenditure within
the three- or five-year period following the appropriation and must be spent
on the appropriated item unless the U.S. Congress otherwise agrees to a
change. U.S. military authorities can also make smaller purchases from
discretionary funds available to commanders for use in accordance with their
service priorities. These purchases can be made through various purchasing
procedures including the contracting procedures of the GSA. The Company has a
standing contract with the GSA that defines the prices the Company may charge
government entities for certain of its goods and services. The majority of
sales to the U.S. Air Force and federal law enforcement agencies as well as
sales to local law enforcement agencies financed with federal funds have been
made through the GSA procedures.
For fiscal 1996, 44.3% of the Company's total revenues and 78.2% of the
Company's U.S. revenues were attributable to sales to U.S. military
authorities. As of September 15, 1996, the Company had a backlog of $42.7
million for contracts or purchase orders awarded to the Company by U.S.
military authorities. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
U.S. Law Enforcement. The U.S. law enforcement component of the market is
highly fragmented and can be divided into two principal groups: (i) U.S.
government entities (including the U.S. Postal Service, the U.S. Department of
Treasury (including its agencies and bureaus such as the Secret Service and
the Bureau of Alcohol, Tobacco and Firearms), the Federal Bureau of
Investigation, the Drug Enforcement Administration and
31
<PAGE>
the Central Intelligence Agency); and (ii) state and local law enforcement
organizations such as the Los Angeles Police Department. The federal agencies,
whose procurement process generally follows the PPBES method, are typically
headquartered in or near Washington, D.C. By contrast, the state and local law
enforcement agencies are widely dispersed, with more than 12,500 different law
enforcement departments in the U.S. Given this fragmentation, the procurement
processes vary substantially depending upon the requirements of the particular
jurisdiction. The Company believes that its most likely potential local law
enforcement customers may be found among the approximately 2,500 law
enforcement agencies and departments with more than 25 officers. With only
approximately 650 systems sold to U.S. federal and local law enforcement
authorities to date (of which approximately 600 are FATS(TM) systems), the
Company believes that this market can provide additional opportunities to the
Company in the future. Law enforcement authorities face increasing budgetary
constraints as well as increasing threats of litigation and damage awards
relating to claims concerning the excessive or improper use of force, lethal
or otherwise, by law enforcement personnel. Accordingly, the Company believes
that there may be opportunities for increased sales to U.S. law enforcement
authorities of cost-effective simulation products designed to enhance tactical
skills and judgment.
For fiscal 1996, 11.5% of the Company's total revenues and 20.3% of the
Company's U.S. revenues were attributable to sales to U.S. law enforcement
authorities. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations."
International. The Company believes that many international military and law
enforcement agencies are beginning to recognize the benefits of cost-effective
and realistic small arms simulation training. The Company has sold FATS(TM)
systems to customers in more than 30 countries, including Great Britain, the
Netherlands, Italy and Singapore. Interest in the Company's products may be
greatest in countries in which limited land is available for live fire
training or in which budgetary constraints or interest in technological
upgrades may support a decision to purchase the Company's systems. See "--
Customers."
Unlike the U.S., most other countries have centralized law enforcement
organizations. As a result, procurement and purchasing decisions for both
military and law enforcement are typically centralized and in some instances
both functions are managed through the same command structure. The procurement
processes vary substantially depending upon the requirements of the particular
jurisdiction.
For fiscal 1996, 43.3% of the Company's total revenues were attributable to
sales to military and law enforcement authorities outside the U.S. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and Note 7 of Notes to Consolidated Financial Statements.
Hunter and Sports Training. The Company has recently begun to focus on the
U.S. hunter and sports training component of the market. The customers for
firearms training in this emerging market component include state and federal
hunting agencies such as the U.S. Fish and Wildlife Service and the U.S.
Department of Natural Resources, as well as conservation associations such as
Ducks Unlimited and the National Wild Turkey Federation. These organizations
have recognized the use of firearms simulation as a means of promoting hunter
safety and conservation. Moreover, the firearms dealer market offers the
potential to use simulators for competitive shooting exercises, hunter
training and home security programs. Simulators are currently being used at
some shooting competitions as a supplement to live fire matches. The Company
believes that as some states already require the successful completion of a
formal firearms training course as a prerequisite to owning a hunting license
or a gun, in the future, training on simulators may become an integral part of
such courses in many jurisdictions. Given the existence of more than 16,000
firearms dealers in the U.S., the widespread interest in the ownership and use
of firearms and the growing desire to find ways of better assuring the safe
use of firearms, the Company believes that significant business opportunities
may exist in the hunter and sports training component of the market.
For fiscal 1996, 0.9% of the Company's total revenues were attributable to
sales in the hunter and sports training component of the market. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
32
<PAGE>
SALES AND MARKETING
The Company's marketing and sales efforts are organized to service its
principal customers, with separate sales operations for domestic and
international customers. The Company's marketing strategy focuses on
developing relationships with potential customers very early in their
decision-making processes and educating them about the benefits of training
through simulation. The Company then works with training and procurement
personnel to identify and develop solutions for each customer's specific
training needs.
By becoming involved with customers at an early stage in their analysis of
potential training solutions, the Company can often sell its training systems
without any significant competition from other providers. In addition, the
Company often has an advantage in competitive situations because the Company's
systems provide standard specifications that are frequently incorporated into
the request for proposal used by the customer in soliciting bids from
suppliers of small and supporting arms simulators. The Company's consultative
approach with customers has often helped it achieve favorable results in
competitive bidding situations.
Domestic sales are generated entirely by the Company's 28-person direct
sales force, all of whom report either directly or indirectly to the Company's
Vice President, Domestic. By marketing its products directly without relying
on distributors or agents, the Company can better maintain control of its
sales efforts and promote consistency in marketing with respect to various
products and customers.
The vast scope of the international military and law enforcement components
of the market makes it inefficient for the Company to establish its own direct
sales force. Accordingly, the Company has established a network of agents and
subsidiaries (18 and four, respectively, as of June 30, 1996) operating in six
defined regional areas. The Company employs six regional managers to oversee
the activities of these agents, each of whom reports to the Company's Vice
President, International.
CUSTOMERS
During the period from its inception in 1984 through fiscal 1996, the
Company sold more than 2,000 weapon simulation systems to military and law
enforcement authorities in the U.S. and over 30 countries internationally. The
following table lists certain of the Company's customers in fiscal 1996 in
each of its principal target market components:
<TABLE>
<CAPTION>
U.S. MILITARY U.S. LAW ENFORCEMENT INTERNATIONAL
- ----------------- -------------------------------------- ----------------------------------------
<S> <C> <C>
U.S. Air Force Immigration and Naturalization Service British Ministry of Defense
U.S. Army Internal Revenue Service Finanza (Italian National Customs Police)
U.S. Marine Corps Los Angeles Police Department Royal Netherlands Army
U.S. Postal Service Singapore Army
</TABLE>
In the first three months of fiscal 1997, the Company's five largest
customers accounted for approximately 77.4% of the Company's revenues, with
the U.S. Marine Corps, the U.S. Air Force and the Royal Netherlands Army
accounting for approximately 35.2%, 18.3% and 11.9%, respectively. In fiscal
1996, the Company's five largest customers accounted for 67.4% of the
Company's revenues, with the U.S. Marine Corps, the Royal Netherlands Army and
the U.S. Army accounting for approximately 26.5%, 12.7% and 10.1%,
respectively. No other customer accounted for more than 10.0% of revenues in
either period. Given the nature of the Company's contracts, revenues
attributable to specific customers are likely to vary from year to year, and a
significant customer in one year may not be a significant customer in a
subsequent year. See "Risk Factors--Customer Concentration; Reliance on
Certain Key Contracts," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and Note 7 of Notes to Consolidated
Financial Statements.
RESEARCH AND DEVELOPMENT
The Company engages in the R&D of new and enhanced simulation and training
technology using internally generated funds. A total of 64 Company employees,
or approximately 22.9% of the Company's employees, were engaged in R&D
projects as of June 30, 1996. Electronic and mechanical R&D expenditures
totaled $2.8
33
<PAGE>
million, $2.3 million and $2.0 million in fiscal 1996, 1995 and 1994,
respectively. The Company's R&D efforts are divided into four separate
disciplines: electronic, mechanical, training and audio-visual.
Electronic R&D combines software and hardware engineering as well as other
electro-optical fields to produce programs and equipment responsive to
specific training needs. The Company's electronic R&D capabilities include
object-oriented software design, video and audio, interactive computer
generated graphics, Distributed Interactive Simulation, video special effects,
lasers, weapon ballistics, optics, image processing, target modeling and
motion platforms. This group is in the final stages of developing the first
fully interactive gunnery/tactics boat simulator and has developed technology
to transition from computer generated imaging to video and then back during
the same training scenario. As of June 30, 1996, a total of 37 Company
employees were engaged in electronic R&D.
Mechanical R&D combines mechanical engineering with the development of
highly specialized sensing mechanisms, incorporating sophisticated
programmable micro controllers for the execution of control firmware and
weapons technology. Mechanical R&D focuses on the refinement of cost-effective
products with enhanced realism and reliability. This process includes
conceptualization and prototype development, testing and documentation of the
finished trainer. The Company has the technology and resources to execute the
entire development process in-house by means of design teams that generally
include a project engineer, a model maker, a draftsman or designer, a weapons
software engineer, an electronics technician and a weapons training expert.
While each system varies according to the original weapon type, the Company
uses common components wherever possible to reduce costs and make service more
feasible. As of June 30, 1996, a total of 17 Company employees were engaged in
mechanical R&D.
Training R&D focuses on the interpretation and translation of customer
training requirements into quantifiable objectives and the development of
simulation programs to meet those objectives. The Company's training R&D
department is staffed with world-class competitive shooters, each of whom has
extensive military or law enforcement experience. Specialized experience on
the part of the Company's employees in such areas as the U.S. military, law
enforcement, hunting and competitive shooting helps ensure an understanding of
customer requirements. As of June 30, 1996, a total of seven Company employees
were engaged in training R&D.
Audio-visual R&D focuses on the production of specialized audio-visual
programs and a range of media support activities, from full production to
customer assistance in user-produced programs. The Company's audio-visual
technology is very important for creating a life-like training environment.
The Company has assembled a team of experienced audio-visual engineers,
cinematographers and specialists and pioneered the use of multi-screen
projection in small arms simulation. As of June 30, 1996, a total of three
Company employees were engaged in audio-visual R&D.
MANUFACTURING OPERATIONS
The Company's manufacturing operations are conducted at its headquarters
near Atlanta, Georgia and to a limited extent at the facility of its U.K.
subsidiary, Firearms Training Systems Ltd. Manufacturing operations are
divided into two departments, systems manufacturing and weapons manufacturing.
The systems manufacturing department assembles the simulator components of the
FATS(TM) systems from subassemblies designed by the Company and supplied by
third-party vendors. As the components are completed, they are tested for both
function and durability and are subjected to a comprehensive quality assurance
program. Systems manufacturing occurs only at the Company's headquarters where
electrical assemblers and technicians can assemble 70 primary simulation
computers and other unique simulator components per month on a single-shift
basis. The Company believes that this capacity can be easily expanded to 100
simulation computers per month by adding a second shift or to even greater
capacity by acquisition of the requisite workstations and floor space for
manufacturing and warehouse operations.
34
<PAGE>
Weapons manufacturing involves the production of simulated firearms and non-
lethal simulators by either modifying actual firearms or other devices into
simulators or assembling simulators from kits manufactured to the Company's
specifications by a variety of outside sources. The assembly process
encompasses the fitting of modified weapons or kits with the Company's
pneumatic and electrical components, followed by the functional testing of the
completed assembly. The combined weapons manufacturing activities in the U.S.
and the U.K. have a capacity of 750 simulated firearms per month on a single-
shift basis. As with systems manufacturing, this capacity can readily be
expanded by using additional shifts and/or by acquiring additional facilities
and workstations.
CUSTOMER SERVICE
The Company has established a worldwide customer service network consisting
of personnel at its headquarters near Atlanta, area service representatives,
the Company's foreign subsidiaries, sub-contractors and agents. The Company
maintains an inventory of repair parts to support the service operations. The
Company maintains a 24-hour customer service hotline and seeks to remedy
customer service needs as quickly as possible after notification by the
customer. In addition to its traditional service role, the Company's service
department administers a U.S. government-owned inventory of spare parts and
assemblies to support the U.S. Marine Corps and the U.S. Army Reserve National
Guard with readily available serviceable parts and assemblies. The Company's
U.K. and Netherlands subsidiaries perform the same support functions for the
British and Netherlands armies, respectively, and a subcontractor in Singapore
provides similar services in support of the Company's customers in that
country.
RAW MATERIALS AND SUPPLIERS
The Company currently purchases from over 400 suppliers on both a
competitive bid and long-term contract basis. The Company's top ten suppliers
have traditionally accounted for approximately 30.0% to 35.0% of its cost of
revenues. No single supplier accounts for more than 10.0% of its total cost of
revenues. The Company believes that there are viable alternative sources for
all of its raw materials. In addition, the Company has a sophisticated machine
shop in which it can convert actual weapons into simulated weapons and produce
certain weapons and simulator parts. This ability provides the Company with
the flexibility to produce a large portion of its principal components if they
become unavailable or it becomes economically advantageous to do so.
COMPETITION
The Company competes with a number of domestic and international providers
of small and supporting arms simulation systems. The Company's principal
competitors in the U.S. military and international components of the market
consist generally of divisions or subsidiaries of larger companies, including
Short Brothers, a division of Bombardier, and Thomson Training and Simulation,
a U.K.-based subsidiary of Thomson CSF. In the U.S. law enforcement component
of the market, the Company's principal competitors include, among others, SBS
Technologies, Inc., I.E.S., Inc. and Caswell International. With respect to
potential competitors, the Company believes that as the interactive small and
supporting arms simulation market continues to develop, a number of large
domestic defense contractors have the capacity to become significant
competitors due to their expertise with complex simulation systems and their
relationships with the DOD and the U.S. Congress. Many of the Company's
current and potential competitors have significantly greater financial,
technical and marketing resources than the Company. The Company believes that
although it has a number of competitors and the potential exists for new
entrants in the market, the Company has been successful to date due to its
ability to integrate advanced technologies, competitive pricing, proven
quality, established brand name, strong customer service and other competitive
advantages.
FACILITIES
The Company's headquarters and primary facility, at which it performs
manufacturing, assembly, R&D, sales, marketing, service, financial and
administrative functions, is a leased property of approximately 92,800 square
feet located near Atlanta. The lease expires in 2008 with three five-year
options to extend the lease beyond
35
<PAGE>
such date. The Company's U.K. subsidiary occupies a leased facility in
Lincolnshire, England, of approximately 12,000 square feet, at which the U.K.
subsidiary performs manufacturing, assembly, service, training and
administrative functions. The lease on the U.K. facility expires in 2003. The
Company's Netherlands subsidiary occupies a leased facility of approximately
4,800 square feet in Waardenburg, the Netherlands, at which the Netherlands
subsidiary performs service and administrative functions. The lease expires in
1998 with an option to extend to 2000.
EMPLOYEES
As of June 30, 1996, the Company and its subsidiaries employed 279 persons.
As of such date, the Company employed a total of 256 persons domestically,
including 119 in manufacturing, assembly and customer service, 64 in R&D, 36
in sales and marketing, 22 in administration and finance and 15 in program
management; the Company's U.K. subsidiary employed a total of 19 persons,
including 15 in manufacturing, assembly and customer service and four in
administration and finance; the Company's Netherlands subsidiary employed a
total of four persons, including three in manufacturing, assembly and customer
service and one in administration and finance; and the Company's Singapore
subsidiary contracted with one person in program management. The majority of
the Company's employees are located at its headquarters, with salespersons in
the law enforcement market in California, Texas, Missouri, Kentucky, New
Jersey, Colorado, Utah and Georgia. None of the employees is unionized.
GOVERNMENT CONTRACTS AND REGULATION
Sales to public sector customers are subject to a multiplicity of detailed
regulatory requirements and public policies that may affect the ability of the
Company to increase or even maintain such sales. In particular, the choice of
a contractor by a customer may be affected by the size of the contractor, the
place of manufacture of the contractor's products or whether the contractor is
given preferential consideration based upon socio-economic factors.
Furthermore, contracts with government agencies are conditioned upon the
continuing availability of public funds, which in turn depends upon lengthy
and complex public budgetary procedures whose outcome is difficult to predict.
In particular, contracts with the U.S. government are conditioned upon the
continuing availability of Congressional appropriations.
Government contracts may generally be terminated by the U.S. government or
the relevant agency in whole or in part for lack of appropriations, default or
its convenience if it believes that such termination would be in the best
interest of the U.S. government. Furthermore, any contractor who is found to
have committed fraud or a criminal offense in connection with any government
contract faces the possibility of being suspended or debarred from all further
government contracting.
The type of government contracts awarded to the Company in the future may
affect its financial performance. A number of the Company's contracts have
been obtained on a sole source basis while others, including its largest
current contract (Contract 2014 with the U.S. Marine Corps), were obtained
through a competitive bidding process. The extent to which the Company's
contracts and orders are obtained through a competitive bidding process rather
than as sole source contracts may affect the Company's profit margins. The
contracts obtained by the Company in the future may also be cost-reimbursement
type contracts rather than fixed-price contracts and in any such case may not
take into account certain costs of the Company such as interest on
indebtedness. There can be no assurance that changes in the type of government
contracts and other contracts entered into by the Company in the future will
not have a material adverse effect on future results of operations or
financial condition of the Company. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations."
The Company is subject to the export licensing jurisdiction of the U.S.
Department of State (the "State Department") and the U.S. Department of
Commerce (the "Commerce Department") with respect to the temporary or
permanent export of certain of its products and the import of certain other
products based on, respectively, the Arms Export Control Act and the Export
Administration Act. The respective jurisdictional
36
<PAGE>
statutes provide the State Department and the Commerce Department with the
discretion to change their policies with respect to whether particular
products can be licensed for export to particular countries. In addition, in
certain circumstances, export licenses and other authorizations may be
revoked, suspended or amended without notice. Such events have occurred with
respect to other companies subject to export licensing requirements relating
to defense articles and defense services in connection with the State
Department's implementation of the Arms Export Control Act. Each of the State
Department and the Commerce Department has the authority in certain
circumstances to debar persons or deny them export privileges. Such action may
be taken for, among other reasons, commission of criminal offenses in
connection with exports.
The Company has a license from the U.S. Treasury Department's Bureau of
Alcohol, Tobacco and Firearms ("ATF") to import destructive devices and
certain other materials. This license also authorizes the Company to be a
dealer in regulated firearms and other destructive devices. The Company also
has a license from ATF that authorizes it to be a manufacturer of destructive
devices and certain other materials. The Company is registered with the
Director of ATF as a person engaged in the business of importing articles
enumerated on the U.S. Munitions Import List. ATF may revoke licenses or deny
their renewal for failure to follow the prescribed regulations or as a result
of the commission of criminal offenses.
CERTAIN LEGAL PROCEEDINGS
The Company is involved in legal proceedings from time to time in the
ordinary course of its business. As of the date of this Prospectus, there are
no legal proceedings pending against the Company which management believes are
material.
In July 1994, the Company disclosed to the Federal Election Commission (the
"FEC") that violations of the Federal Election Campaign Act ("FECA") may have
occurred with respect to a total of $8,500 in political contributions made on
behalf of candidates for Congressional election. As disclosed by the Company,
Mr. Jody Scheckter, who was then the Chief Executive Officer of the Company,
was reimbursed by the Company for personal contributions ranging from $500 to
$2,000 over the period from October 1989 through June 1993. Mr. Scheckter
promptly reimbursed the Company for these amounts and contends that he had
previously been unaware that the reimbursements had occurred. In October 1994,
the FEC found reason to believe that the Company, Mr. Scheckter and a
secretarial employee who had processed the reimbursements had knowingly and
wilfully violated provisions of the FECA. Counsel for the three respondents
contested the FEC's finding. Since June 1996, in accordance with the FEC's
procedures, the Company and the individuals involved have sought to resolve
the matter through a conciliation agreement. Although the Company cannot
predict how or when the FEC may act, the statutory procedures provide for a
further attempt at conciliation, including payment of civil penalties in the
event that the FEC determines there is probable cause to believe a violation
has occurred. Failing such resolution, the FEC may institute a civil action
seeking civil penalties or refer the matter to the U.S. Attorney General for
possible criminal prosecution. The Company does not believe that the ultimate
resolution of the matter will otherwise have a material adverse effect on its
financial condition or the conduct of its business.
The allegations of violations of FECA were apparently triggered by a
complaint by a former chief financial officer of the Company who also alleged
violations of other federal statutes. The Company does not believe that the
ultimate resolution of these matters will have a material adverse effect on
its financial condition or the conduct of its business.
37
<PAGE>
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information concerning the Company's
directors and executive officers:
<TABLE>
<CAPTION>
NAME AGE POSITION
- -------------------------- --- ------------------------------------------------
<S> <C> <C>
Peter A. Marino (1)....... 54 President, Chief Executive Officer and Director
Robert B. Terry, Jr. ..... 54 Vice President and Chief Operating Officer
David A. Apseloff......... 37 Treasurer, Chief Financial Officer and Assistant
Secretary
Robert F. Mecredy......... 50 Vice President, Domestic
Juan C. G. de Ledebur..... 41 Vice President, International
Gregory Echols............ 38 Vice President, Engineering
Lester Pollack (1) (2).... 63 Chairman of the Board and Director
William J. Bratton (3).... 48 Director
Richard J. Cutler......... 65 Director
Craig I. Fields (2) (3)... 50 Director
Jonathan H. Kagan (1)
(3)...................... 40 Secretary and Director
Scott Perekslis (1) (2)... 28 Vice President and Director
Bruce G. Pollack.......... 37 Director
Paul J. Zepf (1).......... 31 Director
</TABLE>
- --------
(1) Member of Executive Committee.
(2) Member of Compensation Committee.
(3) Member of Audit Committee.
Peter A. Marino has served as a Director of the Company since September 17,
1996 and will become President and Chief Executive Officer on October 15,
1996. Prior to joining the Company, Mr. Marino served as Senior Vice President
of Raytheon E-Systems, Inc. from 1991 to 1996. Mr. Marino previously served as
President and Chief Operating Officer of Fairchild Industries and prior to
such service was President and Chief Operating Officer of Lockheed Electronics
Co., Inc. Prior to such service, Mr. Marino held various positions at the
Central Intelligence Agency, including Director of the Office of Technical
Services. Mr. Marino serves as a director of Space Imaging, Inc. and E-Systems
Medical Electronics and is a member of the Defense Science Board.
Robert B. Terry, Jr. has served as Vice President and Chief Operating
Officer of the Company since July 31, 1996. Mr. Terry also became interim
President and Chief Executive Officer on July 31, 1996 and will relinquish
these positions when Mr. Marino takes office on October 15, 1996. Mr. Terry
previously served as Director of Operations from 1995 to 1996, Director of
Programs from 1992 to 1995 and as a Program Manager in 1992. Prior to joining
the Company in 1992, Mr. Terry served as an officer in the U.S. Army for 27
years in a variety of staff and management positions in aviation,
transportation, maintenance, supply, training and acquisition. Mr. Terry
retired from the U.S. Army in 1991 with the rank of colonel.
David A. Apseloff has served as Treasurer and Chief Financial Officer since
April 1995 and Assistant Secretary since July 31, 1996. Prior to joining the
Company in April 1995, Mr. Apseloff served as a Vice President of a real
estate development company and worked as a financial consultant from June 1994
to April 1995. From 1986 to 1994, Mr. Apseloff served as Chief Financial
Officer of Sensor Technology, Inc., a manufacturer's representative for
medical devices.
Robert F. Mecredy has served as Vice President, Domestic since September 17,
1996. Prior thereto, Mr. Mecredy served as a Director of the Company from 1990
to 1996, as Director of Domestic Sales and Marketing from 1994 to 1996 and as
Director of U.S. Military Marketing from 1990 to 1994. Before joining the
Company, Mr. Mecredy served as Director of Army and Marine Corps Marketing--
Washington Operations at Raytheon Corporation from 1988 to 1990. Mr. Mecredy
served as an infantry and aviation officer in the U.S. Army for 20 years,
retiring in 1986 with the rank of lieutenant colonel.
38
<PAGE>
Juan C. G. de Ledebur has served as Vice President, International since
September 17, 1996 and previously served as Director of International Sales &
Marketing from 1987 to 1996. Prior to joining the Company in 1987, Mr. de
Ledebur served as manager of European sales for Information Handling Services,
a provider of technical and regulatory information.
Gregory Echols has served as Vice President, Engineering since September 17,
1996 and previously served as Director of Research and Development from 1990
to 1996. Prior to joining the Company, Mr. Echols served as Engineering
Manager for Loral Corporation, a defense contractor, from 1979 to 1990.
Lester Pollack has served as a Director of the Company since July 31, 1996
and as Chairman of the Board since September 17, 1996. Mr. Pollack has served
as Managing Director of Centre Management since 1995. Mr. Pollack has been
Senior Managing Director of Corporate Advisors, L.P., the general partner of
Corporate Partners, L.P. and Corporate Offshore Partners, L.P., since 1988,
Managing Director of Lazard Freres & Co. LLC since 1995 (prior thereto a
General Partner) and Chief Executive Officer of Centre Partners, L.P. since
1986. Mr. Pollack also serves as a director of Continental Cablevision, Inc.,
LaSalle Re Holdings Limited, Parlex Corporation, Polaroid Corporation, Sphere
Drake Holdings Limited, SunAmerica Inc., and Tidewater, Inc. Mr. Pollack is
the father of Bruce Pollack, another Director of the Company.
William J. Bratton has served as a Director of the Company since September
17, 1996. Mr. Bratton is currently Vice Chairman of First Security Services
Corporation. From 1994 to 1996, Mr. Bratton served as Police Commissioner of
New York City. From 1993 to 1994, he served as Police Commissioner of Boston
and from 1992 to 1993 was Chief of Police of Boston. From 1990 to 1992, Mr.
Bratton served as Chief of the New York Transit Police.
Richard J. Cutler has served as a Director of the Company since September
17, 1996. Mr. Cutler has served as Senior Vice President and General Counsel
of TBG Inc. and TBG Services Inc. for more than five years. Mr. Cutler serves
on the Board of Directors as the representative of THIN International and
intends to resign upon the consummation of the Offering.
Craig I. Fields has served as a Director of the Company since September 17,
1996. From 1994 until the present, Dr. Fields has served on various boards of
directors, including the boards of ENSCO, Projectavision, Inc. and Alliance
Gaming Corporation. From 1990 to 1994, Dr. Fields served as Chairman and Chief
Executive Officer of the Microelectronics and Computer Technology Corporation,
a for-profit research and development consortium involved in information
technology. Dr. Fields is Chairman of the Defense Science Board.
Jonathan H. Kagan has served as Secretary and a Director of the Company
since July 31, 1996. Mr. Kagan has served as Managing Director of Centre
Management since 1995. Mr. Kagan has been a Managing Director of Corporate
Advisers, L.P. since 1990. Mr. Kagan has been associated with Lazard Freres &
Co. LLC since 1980 and has been a Managing Director since 1995 (prior thereto
a General Partner). Mr. Kagan also serves as a Director of Continental
Cablevision Inc., LaSalle Re Holdings Limited and Tyco Toys, Inc.
Scott Perekslis has served as a Vice President and a Director of the Company
since July 31, 1996. Since 1995, Mr. Perekslis has been a Principal of Centre
Management and a Principal of Corporate Advisors, L.P. From 1991 to 1995, Mr.
Perekslis was an Associate of Corporate Advisors, L.P.
Bruce G. Pollack has served as a Director of the Company since September 17,
1996. Mr. Pollack has been a Managing Director of Centre Management since
1995. He is also a Partner of Centre Partners L.P., which he joined in January
1991. Mr. Pollack is a Director of Johnny Rockets Group, Inc., Music Holdings
Corp., Jungle Jim's Playlands, Inc. and Victory Holdings Corp. On December 28,
1992, a petition under Chapter 11 of the U.S. Bankruptcy Code was filed by SC
Corporation and its operating subsidiaries of which Mr. Pollack served as a
Vice President until January 1991. Mr. Pollack is also a Director of, and
prior to October 4, 1994 was a Vice President of, Victory Markets, Inc. and
New Almacs Inc., operating subsidiaries of Victory Holdings Corp.,
39
<PAGE>
that filed petitions under Chapter 11 on September 20, 1995. Mr. Pollack is
the son of Lester Pollack, another Director of the Company.
Paul J. Zepf has served as a Director of the Company since July 31, 1996.
Since 1995, Mr. Zepf has been a Principal of Centre Management and a Principal
of Corporate Advisors, L.P. Mr. Zepf also served as a Vice President of
Corporate Advisors, L.P. from 1993 to 1995 and an Associate from 1989 to 1993.
Mr. Zepf also serves as a Director of LaSalle Re Holdings Limited.
COMMITTEES OF THE BOARD OF DIRECTORS
Executive Committee. The Board of Directors established the Executive
Committee in September 1996 to have all the power and authority of the Board
of Directors, consistent with limitations contained in the By-laws and
provisions of the Delaware General Corporation Law. Messrs. L. Pollack,
Marino, Kagan, Perekslis and Zepf are the members of the Executive Committee.
Audit Committee. The Board of Directors established the Audit Committee in
September 1996 to: (i) make recommendations concerning the engagement of
independent public accounts; (ii) review with the independent public
accountants the plans for and scope of the audit, the audit procedures to be
utilized and the results of the audit; (iii) approve the professional services
provided by the independent public accountants; (iv) review the independence
of the independent public accountants; and (v) review the adequacy and
effectiveness of the Company's internal accounting controls. Messrs. Kagan,
Bratton and Fields are the members of the Audit Committee.
Compensation Committee. The Board of Directors established the Compensation
Committee in September 1996 to determine compensation of the Company's
executive officers and to administer the Company's Stock Option Plan. Messrs.
L. Pollack, Perekslis and Fields are the members of the Compensation
Committee.
DIRECTOR COMPENSATION
Each director of the Company who is not an employee of the Company is
entitled to receive annual compensation of $20,000, payable quarterly. In
addition, directors of the Company are reimbursed for their reasonable
expenses incurred in attending meetings of the Board of Directors or
committees thereof. Messrs. Fields and Bratton have been granted options to
purchase an aggregate of 49,800 shares of Common Stock in connection with
their serving as directors of the Company. See "--Stock Option Plan--
Description of Outstanding Options."
40
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth all compensation earned for services rendered
to the Company in all capacities for the fiscal year ended March 31, 1996 by
the Company's chief executive officer serving at March 31, 1996 and other
employees serving at March 31, 1996 whose salary and bonus exceeded $100,000.
SUMMARY COMPENSATION TABLE FOR THE FISCAL YEAR ENDED MARCH 31, 1996
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------- OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS COMP. COMPENSATION
--------------------------- -------- ---------- ------------ ------------
<S> <C> <C> <C> <C>
Jody Scheckter
President and Director
(1)........................ $300,000 $1,198,833 $21,490 (2) --
David A. Apseloff
Treasurer and Chief Finan-
cial Officer............... 92,308 10,000 -- $ 173 (3)
Clare Fawkes
Secretary and chief operat-
ing officer (4)............ 120,785 30,729 -- --
Juan C. G. de Ledebur
Vice President, Interna-
tional (5)................. 270,393 -- 4,800 (6) 6,551 (3)
Robert F. Mecredy
Vice President, Domestic
(5)........................ 149,328 30,000 -- 1,432 (3)
</TABLE>
- --------
(1) Mr. Scheckter resigned as President effective July 31, 1996 and resigned
as a Director effective September 17, 1996.
(2) Provision of automobile and reimbursement of a portion of dues for country
club membership by the Company.
(3) Matching contributions made by the Company to its 401(k) plan.
(4) Ms. Fawkes resigned as Secretary and chief operating officer effective
July 31, 1996 and served as a Director of the Company from July 31, 1996
to September 17, 1996.
(5) Messrs. de Ledebur and Mecredy were elected officers of the Company on
September 17, 1996.
(6) Provision of automobile allowance by the Company.
EMPLOYMENT AND NON-COMPETITION AGREEMENTS
Employment Agreement with Mr. Marino. The Company has entered into an
employment agreement with Mr. Marino with an initial term expiring March 31,
2002, with automatic one-year extensions thereafter unless terminated by
either party. Pursuant to the agreement, Mr. Marino will be employed as
President and Chief Executive Officer at an annual base salary of $350,000,
subject to review and annual increases as approved by the Board of Directors.
Mr. Marino also will be eligible for annual bonuses based on the Company
reaching targeted EBITDA levels for each fiscal year, with a maximum of
$225,000 in bonus payable for each fiscal year (or such greater amount as
determined by the Board of Directors). Upon the signing of the employment
agreement, Mr. Marino received a bonus of $155,000, was granted 36,852 shares
of Common Stock and was granted options to purchase 707,160 shares of Common
Stock, consisting of Series A Options for 353,580 shares and Series B Options
for 353,580 shares. See "--Stock Option Plan--Description of Outstanding Stock
Options." The Company also agreed to pay Mr. Marino's reasonable expenses in
relocating to the Atlanta area. Pursuant to the employment agreement, Mr.
Marino agreed to purchase 61,420 shares of Common Stock at approximately $3.25
per share. Mr. Marino also is subject to a covenant not to compete with the
Company during the period of his employment with the Company or any period
during which he receives payments from the Company pursuant to the employment
agreement and for a period of two years thereafter.
Management Shares Agreement. The Company has entered into a Management
Shares Agreement with Centre Management, the Centre Entities and those
executive officers who: (i) have been awarded options pursuant to the Stock
Option Plan; (ii) have been awarded shares of Common Stock; or (iii) have
purchased
41
<PAGE>
shares of Common Stock from the Company (the "Management Holders"). Pursuant
to the Management Shares Agreement, Centre Management, on behalf of the Centre
Entities, has "bring along rights" pursuant to which it has the right to
require the Management Holders to sell a pro rata portion of their shares in
connection with a sale to an unaffiliated third party of 5.0% or more of the
Common Stock held by the Centre Entities. The Management Holders have similar
"tag along" rights pursuant to which they can participate in a sale by the
Centre Entities of 5.0% or more of the outstanding shares of Common Stock to
an unaffiliated third party. Each Management Holder, other than the Chief
Executive Officer, has the right to require the Company to purchase his shares
of Common Stock at the lesser of fair market value or his acquisition price if
the Company terminates his employment within six months of the date of the
Agreement (September 18, 1996) other than for cause. The Centre Entities also
have agreed to assist the Management Holders in registering proportionate
amounts of the Common Stock held by such Management Holders if the Centre
Entities exercise any rights to register Common Stock under the Centre
Registration Rights Agreement (as defined below). See "Shares Eligible for
Future Sale--Registration Rights--Centre Registration Rights Agreement." The
Management Shares Agreement terminates: (i) with respect to the Centre
Entities, at such time as they hold less than 10.0% of the outstanding shares
of Common Stock; and (ii) ten years from the date of the agreement, if not
sooner terminated.
Non-Competition Agreements. The Company has entered into an Agreement to
Limit Future Competition with each member of senior management of the Company.
Pursuant to such agreements each such employee has agreed, for a period of two
years following the termination of employment with the Company, not to: (i) be
employed by specified businesses in an executive capacity; (ii) use or permit
to be used his executive skills, knowledge or expertise for the benefit of any
such business; and (iii) use or permit to be used competitively sensitive
information received while employed by the Company for the benefit of any such
business.
Transition Bonus Agreements. In March 1996, the Company entered into
agreements with 13 employees, including members of senior management, to pay a
transition bonus at the earlier of the six-month anniversary of the
Recapitalization and termination of the employee's employment other than for
cause. The maximum aggregate amount of bonuses payable pursuant to the
agreements is approximately $400,000. The agreements are intended to
facilitate the transition process.
EXECUTIVE SEVERANCE BENEFIT PLAN
The Board of Directors has adopted an Executive Severance Benefit Plan (the
"Executive Severance Plan") that provides severance pay and benefits to five
designated executive officers of the Company in the event any such designated
executive's employment with the Company is terminated by the Company for any
reason other than Cause (as defined in the Executive Severance Plan) prior to
September 30, 1997. The severance benefit payable under the Executive
Severance Plan is equal to: (i) three times the monthly salary of the
terminated executive if such termination of employment occurs prior to July
31, 1997; (ii) two times such monthly salary if such termination of employment
occurs during August 1997; and (iii) an amount equal to such monthly salary if
such termination of employment occurs during September 1997.
STOCK OPTION PLAN
The Firearms Training Systems, Inc. Stock Option Plan (the "Stock Option
Plan"), which became effective September 17, 1996, permits awards of options
to purchase shares of Common Stock to the officers, other key employees,
consultants, independent contractors, agents and Outside Directors (as
defined) of the Company and its subsidiaries. The purposes of the Stock Option
Plan are: (i) to align the interest of the Company's shareholders and the
recipients of options under the Stock Option Plan by increasing the
proprietary interest of such recipients in the Company's growth and success;
(ii) to advance the interests of the Company by attracting and retaining
officers, other key employees, consultants, independent contractors, agents
and well-qualified persons who are not officers or employees of the Company
for service as directors of the Company ("Outside Directors"); and (iii) to
motivate such persons to act in the long-term best interests of the Company's
shareholders. The Company has reserved for issuance under the Stock Option
Plan 2,490,000 shares of Common Stock and has granted
42
<PAGE>
options to purchase 1,738,270 shares to two Outside Directors, six executive
officers and approximately 30 other key employees. Stock options granted under
the Stock Option Plan are nonqualified stock options.
The Stock Option Plan is administered by the Compensation Committee (the
"Committee"). The Committee, subject to the express provisions of the Stock
Option Plan, selects eligible participants to be awarded options and
determines the number of shares of Common Stock subject to each option granted
thereunder, the exercise price of such option, the time and conditions of
exercise of such option and all other terms and conditions of such option,
including, without limitation, the form of the option agreement. The Board
generally may amend the Stock Option Plan, subject to (i) shareholder approval
as may be required by applicable law, rule or regulation, provided, however,
that no amendment may be made without shareholder approval if such amendment
would increase the maximum number of shares of Common Stock available under
the Stock Option Plan and (ii) the consent of any holders of outstanding
options, if such amendment impairs the rights of such holder.
If an optionee's employment with the Company or directorship with the
Company terminates for any reason, each option granted under the Stock Option
Plan and held by such optionee generally will be exercisable only to the
extent that such option is exercisable on the effective date of such
optionee's termination of employment or directorship, as the case may be,
unless the agreement for such option provides otherwise at the discretion of
the Committee. See "--Description of Outstanding Stock Options" for a
description of the options that have been granted. Thereafter an option may be
exercised by such optionee (or such optionee's legal representative or similar
person) until and including the earliest to occur of: (i) the date which is
set forth in such agreement after the effective date of such optionee's
termination of employment or directorship, as the case may be; and (ii) the
expiration date of the term of such option; provided that, if an optionee's
employment is terminated for Cause (as defined in the Stock Option Plan), all
options granted under the Stock Option Plan and held by such optionee will
terminate automatically upon the termination of employment. The Stock Option
Plan contains anti-dilution and adjustment provisions applicable in the event
of any action by the Company such as a stock split, stock dividend,
recapitalization, reorganization, merger, consolidation, combination, exchange
of shares, liquidation, spin-off or other similar change in capitalization or
event and certain issuances of shares of Common Stock or securities
convertible into shares of Common Stock at a price below the market price of
the Common Stock. In addition, in the sole discretion of the Committee, the
terms of an agreement related to an option may provide that an optionee's
outstanding options will, immediately upon the occurrence of a Change in
Control (as defined in the Stock Option Plan), become exercisable in part or
in full. The agreement related to an option may specify: (i) in the event of a
merger, consolidation, reorganization, sale of all or substantially all of the
assets of the Company or complete liquidation or dissolution, the terms and
conditions pursuant to which the number and class of shares shall be
substituted for each share of Common Stock subject to option under such
agreement; and (ii) in the event of other Changes in Control (including the
acquisition of 50.0% or more of the voting securities of the Company or
certain actions resulting in a majority of the Board of Directors changing),
the terms and conditions pursuant to which the optionee can surrender the
option to the Company and any consideration to be paid to the optionee.
43
<PAGE>
Description of Outstanding Stock Options. Stock options granted under the
Stock Option Plan to date to officers and other employees of the Company have
either been designated as "Series A Options" or "Series B Options." Stock
options granted under the Plan to date to Outside Directors have been
designated as "Series C Options." The following table sets forth the stock
options that have been granted under the Stock Option Plan.
<TABLE>
<CAPTION>
OPTIONS GRANTED
------------------------------------
SERIES A SERIES B SERIES C TOTAL
-------- -------- -------- ---------
<S> <C> <C> <C> <C>
Peter A. Marino............................ 353,580 353,580 -- 707,160
Juan C. G. de Ledebur...................... 106,074 106,074 -- 212,148
Robert F. Mecredy.......................... 91,300 91,300 -- 182,600
Robert B. Terry, Jr........................ 63,661 63,661 -- 127,322
Gregory Echols............................. 53,037 53,037 -- 106,074
David A. Apseloff.......................... 37,350 37,350 -- 74,700
Other employees............................ 139,233 139,233 -- 278,466
Outside Directors--
Craig I. Fields.......................... -- -- 33,200 33,200
William J. Bratton....................... -- -- 16,600 16,600
------- ------- ------ ---------
Total.................................. 844,235 844,235 49,800 1,738,270
======= ======= ====== =========
</TABLE>
Each Series A Option granted to date has an exercise price of approximately
$3.25 per share, will expire on the seventh anniversary of its grant date and,
subject to becoming exercisable sooner upon the termination of an optionee's
employment with the Company under certain circumstances set forth in the
related option agreement or upon a Change in Control of the Company, will
become exercisable with respect to 50.0% of the shares subject thereto on the
third anniversary of its grant date and an additional 25.0% of the shares
subject thereto on each of the fourth and fifth anniversaries of its grant
date.
Each Series B Option granted to date has an exercise price of approximately
$3.25 per share, will expire after the ninth anniversary of its grant date and
will become exercisable with respect to all of the shares subject thereto on
the ninth anniversary of its grant date unless it becomes exercisable sooner
upon a Change in Control of the Company or as set forth below. Each Series B
Option will become exercisable: (i) with respect to up to one-third of the
shares subject thereto on the 60th day following the close of the Company's
fiscal year ending in 1997 if certain Company earnings targets are met or
exceeded; (ii) with respect to up to two-thirds (on a cumulative basis) of the
shares subject thereto on the 60th day following the close of the Company's
fiscal year ending on March 31, 1998 if certain Company earnings targets for
the Company's fiscal years ending in 1997 and 1998, on a cumulative basis, are
met or exceeded; and (iii) with respect to up to all of the shares subject
thereto on the 60th day following the close of the Company's fiscal year
ending on March 31, 1999 if certain Company earnings targets for the Company's
fiscal years ending in 1997, 1998 and 1999, on a cumulative basis, are met or
exceeded.
Each Series C Option granted to date has an exercise price of approximately
$3.25 per share, will expire on the seventh anniversary of its grant date and
will become exercisable with respect to one-third of the shares subject
thereto on the first anniversary of its grant date and an additional one-third
of the shares subject thereto on each of the second and third anniversaries of
its grant date.
44
<PAGE>
CERTAIN TRANSACTIONS
Pursuant to certain assurances provided by the Centre Entities in connection
with the Recapitalization, on September 18, 1996, the Company sold to certain
of its executive officers shares of Common Stock at a price of approximately
$3.25 per share as set forth in the following table.
<TABLE>
<CAPTION>
AGGREGATE
PURCHASE
SHARES PRICE
------ ---------
<S> <C> <C>
Peter A. Marino................................................ 61,420 $199,800
Juan C. G. de Ledebur.......................................... 53,784 174,960
Gregory Echols................................................. 46,148 150,120
Robert F. Mecredy.............................................. 30,710 99,900
David A. Apseloff.............................................. 24,900 81,000
Robert B. Terry, Jr. .......................................... 15,371 50,004
</TABLE>
In accordance with the Recapitalization Agreement, the Company paid certain
fees and expenses associated with the Recapitalization including payment of a
transaction fee to the Centre Entities of $790,000 and reimbursement of THIN
International for expenses related to the Recapitalization of $210,000.
RECAPITALIZATION
The Company effected the Recapitalization on July 31, 1996. Prior to July
31, 1996, the Company was a wholly-owned subsidiary of THIN International. In
connection with the Recapitalization, the Company: (i) effected a 100,000-for-
one stock split with respect to the Common Stock and issued to the Centre
Entities 11,165,241 new shares of Common Stock for approximately $36.0 million
in cash; (ii) issued to NationsBridge the Bridge Notes in the aggregate amount
of $40.0 million and entered into certain other arrangements in connection
therewith, including escrow arrangements providing for the issuance to
NationsBridge of the NationsBridge Warrants currently held in escrow
(consisting of warrants to purchase 288,434 shares of Common Stock at a
nominal price if the Offering is completed as contemplated and to be released
from escrow in connection with the Offering); and (iii) borrowed a total of
$76.0 million in Senior Bank Debt under credit facilities provided for in the
NationsBank Credit Agreement, including the $30.0 million Tranche A Term Loan
Facility, the $40.0 million Tranche B Term Loan Facility and $6.0 million of
the $15.0 million NationsBank Revolving Credit Facility. The Company
repurchased 46,832,022 shares of the then 49,800,000 (as adjusted for the
1.66-for-one stock split) outstanding shares of Common Stock owned by THIN
International and paid THIN International approximately $151.9 million in cash
($15.0 million of which was deposited in escrow pursuant to the escrow
arrangements described below) as the purchase price for such shares. The
Company also agreed to pay to THIN International, as an increase in such
purchase price, the $20.0 million Contingent Payment in cash or additional
shares of Common Stock in certain circumstances described below. As a result
of restrictions in the NationsBank Credit Agreement, the Contingent Payment
will be made in shares of Common Stock. In addition, the Company terminated
its then existing $6.0 million bank credit facility with NationsBank, N.A.,
and paid fees and expenses associated with the Recapitalization including
payment of a transaction fee to the Centre Entities of $790,000 and
reimbursement of THIN International for expenses related to the
Recapitalization of $210,000. Immediately prior to these transactions, THIN
International had contributed to the Company the equity of the Company's U.K.
subsidiary, THIN International's only subsidiary associated with the Company's
business then held outside the direct corporate chain of ownership of the
Company.
Effective upon consummation of the Recapitalization and the sales of shares
of Common Stock to management, and prior to the Offering, the Centre Entities
owned or had voting control over 11,165,241 shares of Common Stock, or
approximately 77.5% of the total outstanding shares of Common Stock, and THIN
45
<PAGE>
International owned 2,967,978 shares of Common Stock, or approximately 20.6%
of the total outstanding shares of Common Stock.
The Recapitalization and Stock Transactions are being accounted for as a
recapitalization rather than a purchase; accordingly, the historical basis of
the Company's assets and liabilities has not changed as a result of the
transactions and the Company has not recognized goodwill in connection
therewith.
Contingent Payment. The Recapitalization Agreement provides for the
Contingent Payment to be made by the Company to THIN International in the
amount of $20.0 million upon the occurrence of certain events, including a
transaction implying an aggregate value of the shares of Common Stock sold by
the Company to the Centre Entities in the Recapitalization and the shares of
Common Stock retained by THIN International in the Recapitalization of at
least $190.0 million, the meeting of certain cash flow tests or certain other
events. At an estimated initial offering price of the shares of Common Stock
being offered hereby of $15.00, the Offering implies such an aggregate value
and the Company will be obligated to make the Contingent Payment to THIN
International. Because the NationsBank Credit Agreement contains a prohibition
on the making of this payment in cash, the Company will make the Contingent
Payment in shares of Common Stock. Based on the assumed initial offering
price, 1,333,333 shares will be issued to THIN International in connection
with the Contingent Payment.
Escrow Amount. Pursuant to the Recapitalization Agreement, THIN
International has deposited in escrow $15.0 million out of the $151.9 million
in cash received as the purchase price for certain of its shares of Common
Stock. The escrowed amount is available to indemnify the Company, or in
certain cases the Centre Entities, for losses, liabilities or expenses arising
from breaches of certain representations and warranties and certain covenants
of THIN International set forth in the Recapitalization Agreement. This
indemnification obligation is subject to certain limitations, including a
limitation on the amount available in the aggregate to both the Company and
THIN International of the $15.0 million in escrow and limitations based on the
passage of time. The escrow agreement provides for release of funds that have
not been applied to payment of claims beginning on June 30, 1997.
Bridge Warrants. In connection with the issuance to NationsBridge of the
Bridge Notes, the Company entered into certain arrangements providing for the
release from escrow to NationsBridge of warrants to purchase shares of Common
Stock (consisting of 288,434 shares of Common Stock in the event the Offering
is completed as contemplated) at nominal cost exercisable for a period of ten
years and providing for registration rights in connection therewith. These
warrants will be delivered to NationsBridge in connection with the Offering,
the warrants will be exercised concurrently therewith and the shares obtained
upon exercise of the warrants are being included in the Offering.
THIN Registration Rights Agreement. In connection with the Recapitalization,
the Company, THIN International and the Centre Entities entered into a
Registration Rights Agreement dated as of July 31, 1996 (the "THIN
Registration Rights Agreement"), pursuant to which THIN International was
granted certain demand registration rights and certain "piggyback"
registration rights with respect to their Common Stock. See "Shares Eligible
for Future Sale--Registration Rights."
Centre Registration Rights Agreement. In connection with the
Recapitalization, the Company and the Centre Entities entered into a
Registration Rights Agreement dated as of July 31, 1996 (the "Centre
Registration Rights Agreement"), pursuant to which the Centre Entities were
granted certain demand registration rights and certain "piggyback"
registration rights with respect to their Common Stock. See "Shares Eligible
for Future Sale--Registration Rights."
NationsBank Credit Agreement. In connection with the Recapitalization, the
Company entered into the NationsBank Credit Agreement for up to $85.0 million,
pursuant to which the Senior Lenders extended the $30.0 million Tranche A Term
Loan Facility, the $40.0 million Tranche B Term Loan Facility and the $15.0
million NationsBank Revolving Credit Facility (which includes a $7.5 million
letter of credit subfacility and a $2.0 million swing line subfacility and
$6.0 million of which was borrowed in connection with the consummation of
46
<PAGE>
the Recapitalization). The Tranche A Term Loan Facility and the NationsBank
Revolving Credit Facility mature on July 31, 2002 and the Tranche B Term Loan
Facility matures on July 31, 2003. Loans made under the Tranche A Term Loan
Facility and the NationsBank Revolving Credit Facility bear interest, at the
Company's option, at: (i) a floating rate based upon the Alternate Base Rate
(defined as the higher of (x) the prime rate of the Senior Agent under the
NationsBank Credit Agreement and (y) the federal funds rate as adjusted, plus
.50%) plus an applicable margin of 1.25% to 1.75% per annum based on the
Company's leverage ratio; or (ii) the applicable Eurodollar Rate for one, two,
three or six months, plus an applicable margin of 2.25% to 2.75% per annum
based on the Company's leverage ratio, subject to adjustment in certain
circumstances. In addition, loans made under the Tranche B Term Loan Facility
bear interest, at the Company's option, at: (i) a floating rate based upon the
Alternate Base Rate plus 2.50% per annum; or (ii) the applicable Eurodollar
Rate plus 3.50% per annum, subject to adjustment in certain circumstances. The
indebtedness of the Company under the NationsBank Credit Agreement is secured
by a perfected security interest in the Company's accounts receivable,
inventory, equipment and certain other personal property and a pledge of 65.0%
of the capital stock of its foreign subsidiaries. In addition, to the extent
that the Company's rights under contracts to sell equipment and services to
third parties can be assigned as collateral without violating the terms of the
contract or applicable law, the Company's rights have been assigned as
additional security for the loans made under the NationsBank Credit Agreement.
All the shares of Common Stock held by the Centre Entities and THIN
International were also pledged to secure the loans made under the NationsBank
Credit Agreement, which pledge will be released upon consummation of the Drop
Down Transaction.
Following application of the net proceeds from the sale of the shares of
Common Stock being offered by the Company, the outstanding indebtedness under
the NationsBank Credit Agreement will be approximately $57.1 million. See "Use
of Proceeds."
The NationsBank Credit Agreement requires the Company to meet certain
financial tests, including minimum interest coverage, minimum fixed charge
coverage, maximum leverage ratio and minimum net worth. The NationsBank Credit
Agreement also contains covenants which, among other things, prohibit the
payment of dividends and limit the incurrence of liens and encumbrances, the
incurrence of indebtedness, transactions with affiliates, asset sales,
acquisitions, mergers and consolidations, prepayment of other indebtedness and
other matters customarily restricted in such agreements.
The NationsBank Credit Agreement contains events of default including
payment defaults, default for breaches of representations and warranties,
covenant defaults, including a change of control (as defined in the
NationsBank Credit Agreement), cross-defaults to certain other indebtedness,
certain events related to bankruptcy, judgments and adverse changes in the
Company's material agreements or relationships which could reasonably be
expected to have a material adverse effect on the Company's business.
Drop Down Transaction. The Company has been an operating company. The
Company has recently undertaken the Drop Down Transaction pursuant to which
the Company is reorganizing into a holding company with the Company owning
100.0% of the outstanding capital stock of the Drop Down Subsidiary, which
will hold the operating assets of the Company. In connection with the Drop
Down Transaction, substantially all assets and liabilities of the Company are
being contributed to the Drop Down Subsidiary, including the shares of all the
subsidiaries of the Company (including the Company's U.K., Singapore,
Canadian, Netherlands and Barbados subsidiaries) except that the Drop Down
Subsidiary will not assume: (i) any obligation of the Company to issue shares
of Common Stock to any person (whether pursuant to the Contingent Payment
provisions of the Recapitalization Agreement described above, warrants or
options issued by the Company or otherwise); (ii) any obligation of the
Company pursuant to the registration rights agreements described below; or
(iii) any nonassignable contract (provided that the economic benefits of such
contract will be accorded to the Drop Down Subsidiary under an agency
agreement). The Drop Down Subsidiary will thus assume all obligations of the
Company under the NationsBank Credit Agreement and certain related loan
documents to which the Company has been a party as well as the Bridge Notes
(until repaid with the proceeds of the Offering). The Company will guarantee
the obligations of the Drop Down Subsidiary under the NationsBank Credit
Agreement and pledge all outstanding common stock of the Drop Down Subsidiary
as security for the repayment of the obligations under the NationsBank Credit
Agreement. (The pledge of the outstanding shares of Common Stock currently
pledged
47
<PAGE>
by the Centre Entities and THIN International as security for the NationsBank
Credit Agreement will be released.) If the Drop Down Transaction is not
completed, the shares of Common Stock owned by the Centre Entities and THIN
International will not be released from the pledge, and on January 1, 1997,
the interest rates on the Senior Bank Debt each will be increased by 0.25%
until the Drop Down Transaction is completed.
Under federal acquisition regulations, transfer of all contracts with the
U.S. government from the Company to the Drop Down Subsidiary will require the
consent of the applicable contracting agency. The Company has applied for
consents to effect the Drop Down transfers and will enter into appropriate
novation agreements whereby its obligations under contracts with the U.S.
government will be transferred to the Drop Down Subsidiary. It is intended to
complete the transfer of substantially all the assets of the Company as soon
as the necessary approvals of the U.S. government are obtained. To the extent
transfer of any other contracts may not be effected without consent of the
other contracting party, the Company intends that the Drop Down Subsidiary
will perform such contracts on a agency basis for which it will receive all
the economic benefits of the contracts until such consents may be obtained.
After completion of the Drop Down Transaction, all commercial operations of
the Company will be conducted by the Drop Down Subsidiary and its
subsidiaries.
Company Subsidiaries. Prior to the Drop Down Transaction, the Company
conducted certain of its activities through five wholly owned subsidiaries,
which are being contributed to the Drop Down Subsidiary in connection with the
Drop Down Transaction. These subsidiaries will continue their operations as
subsidiaries of the Drop Down Subsidiary. Firearms Training Systems Limited,
the Company's U.K. subsidiary established in 1992, has been subcontracted by
the Company to perform maintenance work with respect to certain of the
Company's contracts. F.A.T.S. Singapore, LTD., the Company's Singapore
subsidiary established in 1994, conducts certain activities of the Company in
Asia. FATS Canada, Inc., the Company's Canadian subsidiary established in
1996, was organized to support the performance of servicing obligations with
respect to contracts with Canadian authorities. Firearms Training Systems
Netherlands, B.V., the Company's Netherlands subsidiary established in 1995,
was organized to perform certain contractual obligations of the Company with
respect to the Company's contract with the Royal Netherlands Army and to
provide services to other customers in the region. F.A.T.S. Foreign Sales
Corporation was organized in April 1995 to act as agent with respect to export
sales of products and services outside the U.S.
48
<PAGE>
PRINCIPAL AND SELLING SHAREHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of September 30, 1996 and as adjusted to reflect
the sale of shares of Common Stock by the Company and the Selling Shareholders
being offered hereby by: (i) each person (or group of affiliated persons) who
is known by the Company to own beneficially more than 5.0% of the outstanding
shares of Common Stock; (ii) each of the Selling Shareholders; (iii) each of
the Company's directors; (iv) the Company's former Chief Executive Officer and
each of the other employees included in the Summary Compensation Table; and
(v) the Company's current directors and officers as a group. Except as
indicated in the footnotes to the table, the persons named in the table have
sole voting and investment power with respect to all shares of Common Stock
indicated as being beneficially owned by them.
<TABLE>
<CAPTION>
BENEFICIAL BENEFICIAL
OWNERSHIP OWNERSHIP
PRIOR TO NUMBER OF AFTER THE
OFFERING (2) (3) SHARES TO BE OFFERING (2) (3)
NAMES OF BENEFICIAL OWNERS ----------------- SOLD IN THE -----------------
(1) NUMBER % OFFERING NUMBER %
- ---------------------------- ----------- ----- ------------ ----------- -----
<S> <C> <C> <C> <C> <C>
Centre Capital Investors II,
L.P........................ 7,266,811 45.3% - 7,266,811 36.3%
Centre Partners
Coinvestment, L.P.......... 1,074,961 6.7 - 1,074,961 5.4
Centre Partners Offshore In-
vestors II, L.P............ 1,439,918 9.0 - 1,439,918 7.2
Centre Capital Tax-exempt
Investors II, L.P.......... 812,370 5.1 - 812,370 4.1
Centre Partners Management
LLC (4).................... 9,519,099 59.4 - 9,519,099 47.5
Centre Partners II, LLC
(5)........................ 11,165,241 69.7 - 11,165,241 55.8
THIN International N.V.
(6)........................ 4,301,311 26.8 1,711,566 2,589,745 12.9
NationsBridge, L.L.C. (7)... 288,434 1.8 288,434 - -
Peter A. Marino............. 98,272 * - 98,272 *
David A. Apseloff........... 24,900 * - 24,900 *
Juan C.G. de Ledebur........ 53,784 * - 53,784 *
Robert F. Mecredy........... 30,710 * - 30,710 *
Lester Pollack (8).......... - - - - -
William J. Bratton.......... - - - - -
Richard J. Cutler........... - - - - -
Craig I. Fields............. - - - - -
Jonathan H. Kagan (9)....... - - - - -
Scott Perekslis (10)........ 9,005 * - 9,005 *
Bruce G. Pollack (11)....... 7,504 * - 7,504 *
Paul J. Zepf (12)........... 10,506 * - 10,506 *
Jody Scheckter.............. - - - - -
Clare Fawkes................ - - - - -
All current directors and
executive officers as a
group
(14 individuals) (13)...... 296,200 1.8 - 296,200 1.5
</TABLE>
- --------
* Less than 1%.
(1) The address of the Centre Entities other than Centre Capital Offshore
Investors II, L.P. is 30 Rockefeller Plaza, New York, New York 10020; the
address of Centre Capital Offshore Investors II, L.P. is c/o Reid
Management, Cedar House, 41 Cedar Avenue, Box HM 1179, Hamilton, Bermuda;
the address of THIN International N.V. is Landhuis Joonchi, Koya Richard
J. Beaujan z/n, P. O. Box 837, Curacao, Netherlands Antilles; and the
address of NationsBridge, L.L.C. is NationsBank Corporate Center, 100
North Tryon Street, Charlotte, North Carolina 28255.
(2) Does not give effect to purchases, if any, by such persons in the
Offering.
(3) Based on 16,024,171 shares of Common Stock outstanding prior to the
Offering and 20,024,171 shares of Common Stock outstanding after the
Offering. Calculation of percentage of beneficial ownership assumes the
exercise of all options and warrants exercisable within 60 days of the
date hereof only by the respective named shareholder.
(4) Pursuant to a Management Agreement, Centre Capital Investors II, L.P.,
Centre Partners Offshore Investors II, L.P. and Centre Capital Tax-exempt
Investors II, L.P. have delegated voting and investment power with
respect to the Common Stock beneficially owned by them to Centre
Management; accordingly, the aggregate security ownership of those Centre
Entities is reflected for Centre Management as well.
(5) As general partner of Centre Partners Coinvestment, L.P. and general
partner of the general partner of Centre Capital Investors II, L.P.,
Centre Partners Offshore Investors II, L.P. and Centre Capital Tax-exempt
Investors II, L.P., Centre Partners II, LLC ("Centre Partners") is
reflected as beneficially owning the Common Stock owned by those Centre
Entities. In addition, pursuant to certain co-
49
<PAGE>
investment arrangements, Centre Partners has been delegated voting and
investment power with respect to an additional 571,181 shares of Common
Stock.
(6) Mr. GH Thyssen-Bornemisza, a Swiss national resident in Monaco and
chairman of TBG Holdings N.V., may be deemed to have sole voting and
dispositive power over the Common Stock owned by THIN International. The
number of outstanding shares of Common Stock owned by THIN International
includes 1,333,333 shares received as a result of the Contingent Payment,
which are included in the Offering. The number of shares to be sold in
the Offering and the beneficial ownership after the Offering assumes that
the Underwriters do not exercise any portion of their option to purchase
up to 900,000 shares to cover over-allotments.
(7) In addition to ownership of 288,434 shares of Common Stock to be issued
in connection with the Offering pursuant to the exercise of the
NationsBridge Warrants currently held in escrow, an affiliate of
NationsBridge owns 450,223 shares of Common Stock pursuant to certain co-
investment arrangements whereby voting and investment authority is
delegated to Centre Partners.
(8) Excludes 9,519,099 shares of Common Stock for which Centre Management has
been delegated voting and investment power and 11,165,241 shares of
Common Stock for which Centre Partners is reflected as having beneficial
ownership. Mr. L. Pollack is a Managing Director of each of Centre
Management and Centre Partners and, as such, may be deemed to have voting
and investment power over such shares of Common Stock. Mr. L. Pollack
disclaims any beneficial ownership of such shares of Common Stock.
(9) Excludes 9,519,099 shares of Common Stock for which Centre Management has
been delegated voting and investment power and 11,165,241 shares of
Common Stock for which Centre Partners is reflected as having beneficial
ownership. Mr. Kagan is a Managing Director of each of Centre Management
and Centre Partners and, as such, may be deemed to have voting and
investment power over such shares of Common Stock. Mr. Kagan disclaims
any beneficial ownership of such shares of Common Stock.
(10) Includes 9,005 shares of Common Stock held in a 401(k) plan for the
benefit of Mr. Perekslis, over which Mr. Perekslis has delegated voting
and investment authority to Centre Partners pursuant to certain co-
investment arrangements.
(11) Excludes 9,519,099 shares of Common Stock for which Centre Management has
been delegated voting and investment power and 11,165,241 shares of
Common Stock for which Centre Partners is reflected as having beneficial
ownership. Mr. B. Pollack is a Managing Director of each of Centre
Management and Centre Partners and, as such, may be deemed to have voting
and investment power over such shares of Common Stock. Mr. B. Pollack
disclaims any beneficial ownership of such shares of Common Stock.
Includes 7,504 shares of Common Stock held in a 401(k) plan for the
benefit of Mr. B. Pollack, over which Mr. B. Pollack has delegated voting
and investment authority to Centre Partners pursuant to certain co-
investment arrangements.
(12) Includes 10,506 shares of Common Stock held in a 401(k) plan for the
benefit of Mr. Zepf, over which Mr. Zepf has delegated voting and
investment authority to Centre Partners pursuant to certain co-investment
arrangements.
(13) Excludes 9,519,099 shares of Common Stock for which Centre Management has
been delegated voting and investment power and 11,165,241 shares of
Common Stock for which Centre Partners is reflected as having beneficial
ownership, for which Messrs. L. Pollack, Kagan and B. Pollack may be
deemed to have voting and investment power based on their serving as a
Managing Director of such entities. Messrs. L. Pollack, Kagan and B.
Pollack disclaim beneficial ownership of such shares of Common Stock.
Includes 27,015 shares of Common Stock held in 401(k) plans for the
benefit of Messrs. Perekslis, B. Pollack and Zepf, over which each such
individual has delegated voting and investment authority to Centre
Partners pursuant to certain co-investment arrangements.
50
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 49,800,000 shares of
Class A Common Stock, par value $0.00001 per share, 14,110,000 shares of Class
B Non-voting Common Stock, par value $0.00001 per share ("Class B Common
Stock"), and 200,000 shares of preferred stock, par value $0.10 per share (the
"Preferred Stock"). Upon completion of the Offering, 20,024,171 shares of
Common Stock will be issued and outstanding (assuming that 1,333,333 shares of
Common Stock are issued pursuant to Contingent Payment provisions), no shares
of Class B Common Stock will be issued and outstanding and no shares of
Preferred Stock will be issued and outstanding. The following summary of
certain provisions of the Company's capital stock describes certain material
provisions, but does not purport to be complete and is subject to, and
qualified in its entirety by, the Certificate of Incorporation and the By-laws
of the Company that are included as exhibits to the Registration Statement of
which this Prospectus forms a part and by the provisions of applicable law.
Certain provisions described herein may have the effect of impeding
shareholder actions with respect to certain business combinations and the
election of new members to the Board. As such, the provisions could have the
effect of discouraging open market purchases of the Common Stock because they
may be considered disadvantageous by a shareholder who desires to participate
in a business combination or elect a new director.
COMMON STOCK AND CLASS B COMMON STOCK
Holders of shares of Common Stock are entitled to vote on all matters on
which shareholders generally are entitled to vote, with each share of Common
Stock entitled to one vote. Holders of Common Stock are not entitled to
cumulate votes in the election of Directors. Holders of shares of Class B
Common Stock are not entitled to vote on any matter submitted to a vote of
stockholders, except as may be explicitly required by statute in particular
situations. Each share of Class B Common Stock is convertible at any time, at
the option of its holder and upon notice to the Company of such election, into
one share of Common Stock. Holders of Common Stock or Class B Common Stock are
not entitled to preemptive rights.
Holders of shares of Common Stock and Class B Common Stock are entitled to
receive ratably such dividends as may be declared by the Board out of funds
legally available for such purpose, subject to the rights of the holders of
any Preferred Stock that may be outstanding. No dividends may be declared or
paid in cash or property on any share of any class of common stock, unless
simultaneously the same dividend is declared or paid on each share of the
other class of common stock.
Upon liquidation, dissolution or winding-up of the Company, the holders of
Common Stock and Class B Common Stock are entitled to share ratably in all
assets available for distributions after payment in full of liabilities and
preferences applicable to the holders of any then outstanding Preferred Stock.
There are no redemption or sinking fund provisions applicable to the Common
Stock or Class B Common Stock. All outstanding shares of Common Stock are, and
all shares of Common Stock to be outstanding upon completion of the Offering
will be, fully paid and nonassessable. The rights, preferences and privileges
of holders of Common Stock and Class B Common Stock are subject to the terms
of any series of Preferred Stock that the Company may issue in the future.
TRANSFER AGENT AND REGISTRAR
The Company has appointed as its transfer agent and registrar for the
Common Stock.
PREFERRED STOCK
The Company has 200,000 authorized shares of Preferred Stock, 10,000 shares
of which have been designated Senior Preferred Stock and 5,000 shares of which
have been designated Junior Preferred Stock. As of September 30, 1996, no
shares of Senior Preferred Stock and no shares of Junior Preferred Stock had
been issued and no other shares of Preferred Stock were outstanding. Following
the consummation of the Offering and the
51
<PAGE>
application of the net proceeds therefrom, the Company intends, by resolution
of the Board of Directors, to eliminate the designation of the Senior
Preferred Stock and Junior Preferred Stock.
The Board has the authority without any further action by the Company's
shareholders to issue any or all of the authorized shares of Preferred Stock
in one or more series and to establish the voting powers and the designations,
preferences and relative, participating, optional or other special rights, and
qualifications or restrictions thereof, including dividend rights, conversion
rights, terms of redemption, liquidation preferences, sinking fund terms and
the number of shares constituting any series, as are stated in the resolution
adopted by the Board providing for the establishment of such series and as are
permitted by the Delaware General Corporation Law. The issuance of Preferred
Stock pursuant to this authority could adversely affect the holders of Common
Stock and Class B Common Stock and could have the effect of delaying,
deferring or preventing a change in control of the Company. The Company has no
present plans to issue any shares of Preferred Stock. See "Risk Factors--
Effect of Certain Charter Provisions."
CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BY-LAWS AND
STATUTORY PROVISIONS
The Certificate of Incorporation, as amended, and By-laws contain certain
provisions that could make more difficult the acquisition of the Company by
means of a tender offer, a proxy contest or otherwise.
Effective upon completion of the Offering, the Board will be classified into
three classes, each of which, after a transitional arrangement, will serve for
three years, with one class being elected each year. The number of directors
may be increased or decreased from time to time by the Board of Directors in
such manner as may be prescribed in the By-laws.
The By-laws provide that any vacancy on the Board shall be filled only by
the remaining directors then in office, even if the remaining Directors
constitute less than a quorum, and that directors so appointed will serve for
the remainder of the term of the class in which the vacancy occurred rather
than until the next annual meeting of stockholders.
The By-laws provide that shareholders seeking to bring business before or to
nominate directors at any annual meeting of shareholders must provide timely
notice thereof in writing. To be timely, a shareholder's notice must be
delivered to, or mailed and received at, the principal executive offices of
the Company not less than 60 days nor more than 90 days prior to such meeting
or, if less than 70 days' notice was given for the meeting, within ten days
following the date on which such notice was given. The Bylaws also will
specify certain requirements for a shareholder's notice to be in proper
written form. These provisions will restrict the ability of shareholders to
bring matters before the shareholders or to make nominations for directors at
meetings of shareholders.
Limitations on Liability and Indemnification of Officers and Directors. The
Delaware Law provides that a corporation may limit the liability of each
director to the corporation or its shareholders for monetary damages except
for liability: (i) for any breach of the director's duty of loyalty to the
corporation or its shareholders; (ii) for acts or omissions not in good faith
or that involve intentional misconduct or a knowing violation of law; (iii) in
respect of certain unlawful dividend payments or stock redemptions or
repurchases; and (iv) for any transaction from which the director derives an
improper personal benefit. The Company's Certificate of Incorporation provides
that no director of the Company shall be personally liable to the Company or
its shareholders for monetary damages for breach of fiduciary duties as a
director except in the circumstances specified in the foregoing clauses (i),
(ii), (iii) and (iv). The effect of these provisions is to eliminate the
rights of the Company and its shareholders (through shareholders' derivative
suits on behalf of the Company) to recover monetary damages against a director
for certain breaches of fiduciary duty as a director (including breaches
resulting from grossly negligent conduct). This provision in the Certificate
of Incorporation does not exonerate the directors from liability under federal
securities laws nor does it limit the availability of non-monetary relief in
any action or proceeding against a director. In addition, the Certificate of
Incorporation provides that the Company shall, to the fullest extent permitted
by Delaware Law, indemnify its officers and directors against
52
<PAGE>
liabilities, costs and expenses as provided by Delaware Law. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or others pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
SHARES ELIGIBLE FOR FUTURE SALE
Upon the completion of the Offering there will be 20,024,171 shares of
Common Stock and no shares of Class B Common Stock outstanding. Of these
shares, the 6,000,000 shares of Common Stock sold in the Offering plus any
additional shares sold upon exercise of the Underwriters' over-allotment
option will be freely tradeable in the public market without restriction or
further registration under the Securities Act (unless held by an "affiliate"
of the Company as that term is defined in the Securities Act), in which case
such shares will be subject to the resale limitations of Rule 144. All the
remaining outstanding shares of Common Stock will be "restricted securities"
under the Securities Act and may not be sold unless they are registered or
unless an exemption from registration, such as the exemptions provided by Rule
144 is available. Certain of the affiliates of the Company are entitled to
certain registration rights as described below.
In general, under Rule 144 as currently in effect, an affiliate of the
Company, or a person (or persons whose shares are aggregated) who has
beneficially owned "restricted securities" for at least two years, is entitled
to sell within any three-month period a number of shares that does not exceed
the greater of: (i) one percent of the outstanding Common Stock or (ii) the
average weekly trading volume in the Common Stock reported through the Nasdaq
National Market (or exchange on which the Common Stock is traded) during the
four calendar weeks preceding the date on which notice of such sale is filed
with the Commission pursuant to Rule 144. Sales under Rule 144 are also
subject to certain provisions regarding the manner of sale, notice
requirements and the availability of current public information about the
Company. A person (or persons whose shares are aggregated) who is not an
affiliate of the Company for at least 90 days prior to a proposed transaction
and who has beneficially owned restricted securities for at least three years
is entitled to sell such shares under Rule 144(k) without regard to the
limitations described above.
The Centre Entities, THIN International and the Company's officers and
directors who are also shareholders of the Company and who, immediately
following the Offering collectively will beneficially own an aggregate of
14,024,171 shares of Common Stock, as well as the Company have agreed not to
offer, sell or otherwise dispose of any of their shares of Common Stock for a
period of 180 days without the prior written consent of Montgomery Securities.
See "Underwriting."
Prior to the Offering, there has been no public market for the Common Stock.
Although it is anticipated that the Common Stock will be included in the
Nasdaq National Market, there is no assurance that a viable public market for
the Company Common Stock will develop or be sustained after the Offering.
Future sales of substantial amounts of Common Stock in the public market could
adversely affect market prices of the Common Stock.
REGISTRATION RIGHTS
The Company has granted certain registration rights to the Centre Entities,
THIN International and their respective permitted assignees, with respect to
shares of Common Stock held by such entities.
THIN Registration Rights Agreement. As described above, in connection with
the Recapitalization, the Company, THIN International and the Centre Entities
entered into the THIN Registration Rights Agreement, pursuant to which THIN
International was granted certain demand registration rights exercisable on no
more than two occasions as well as certain "piggyback" registration rights
with respect to their Common Stock. The demand registration rights become
exercisable on July 31, 2001, subject to acceleration upon the occurrence of
certain events related to the Contingent Payment. Upon completion of the
Offering and payment of the
53
<PAGE>
Contingent Payment in shares of Common Stock, THIN International will be
entitled to initiate exercise of one of its demand registration rights for a
period of 30 days following issuance of such shares. In the THIN Registration
Rights Agreement, however, THIN International has agreed not to effect any
public sale or distribution of any of its shares of Common Stock during the
15-day period prior to, and during the 90-day period (or the 180-day period,
if so requested in good faith by the Underwriters) beginning on, the date any
registration statement filed by the Company is declared effective other than
pursuant to such registration statement. In connection with the Offering, the
Underwriters have requested, and THIN International has agreed, that THIN
International not effect any such distribution (except in connection with the
Offering) for 180 days from the date of this Prospectus. See "Underwriting."
Centre Registration Rights Agreement. In the Centre Registration Rights
Agreement, Centre Entities were granted certain demand registration rights
exercisable on no more than ten occasions as well as certain "piggyback"
registration rights.The Centre Entities have agreed not to effect any public
sale or distribution of any of their shares of Common Stock during the 15-day
period prior to, and during the 90-day period (or the 180-day period, if so
requested in good faith by the Company's underwriter) beginning on, the date
any registration statement filed by the Company is declared effective other
than pursuant to such registration statement. In connection with the Offering,
the Centre Entities have agreed not to effect any such distribution for 180
days from the date of this Prospectus. See "Underwriting."
54
<PAGE>
UNDERWRITING
The Underwriters named below (the "Underwriters"), represented by Montgomery
Securities, Lazard Freres & Co. LLC and The Robinson-Humphrey Company, Inc.
(the "Representatives"), have severally agreed, subject to the terms and
conditions in the underwriting agreement (the "Underwriting Agreement"), by
and among the Company, the Selling Shareholders and the Underwriters, to
purchase from the Company and the Selling Shareholders the number of shares of
Common Stock indicated below opposite their respective names, at the initial
public offering price less the underwriting discount set forth on the cover
page of this Prospectus. The Underwriting Agreement provides that the
obligations of the Underwriters are subject to certain conditions precedent
and that the Underwriters are committed to purchase all the shares of Common
Stock, if they purchase any.
<TABLE>
<CAPTION>
NUMBER
UNDERWRITERS OF SHARES
------------ ---------
<S> <C>
Montgomery Securities..............................................
Lazard Freres & Co. LLC............................................
The Robinson-Humphrey Company, Inc.................................
---------
Total............................................................ 6,000,000
=========
</TABLE>
The Representatives have advised the Company and the Selling Shareholders
that the Underwriters propose initially to offer the Common Stock to the
public on the terms set forth on the cover page of this Prospectus. The
Underwriters may allow selected dealers a concession of not more than $ per
share; and the Underwriters may allow, and such dealers may reallow, a
concession of not more than $ per share to certain other dealers. After the
initial public offering, the public offering price and other selling terms may
be changed by the Representatives. The Common Stock is offered subject to
receipt and acceptance by the Underwriters, and to certain other conditions,
including the right to reject orders in whole or in part.
THIN International has granted an option to the Underwriters, exercisable
during the 30-day period after the date of this Prospectus, to purchase up to
a maximum of 900,000 additional shares of Common Stock to cover over-
allotments, if any, at the same price per share as the initial shares to be
purchased by the Underwriters. To the extent that the Underwriters exercise
such over-allotment option, the Underwriters will be committed, subject to
certain conditions, to purchase such additional shares in approximately the
same proportion as set forth in the above table. The Underwriters may purchase
such shares only to cover over-allotments made in connection with the
Offering.
The Underwriting Agreement provides that the Company and the Selling
Shareholders will indemnify the Underwriters against certain liabilities,
including civil liabilities under the Securities Act, or will contribute to
payments the Underwriters may be required to make in respect thereof.
The Centre Entities, THIN International and the Company's officers and
directors who are also shareholders of the Company and who, immediately
following the Offering (assuming no exercise of the Underwriters' over-
allotment option), collectively will beneficially own an aggregate of
14,024,171 shares Common Stock, as well as the Company, have agreed that for a
period of 180 days from the date of this Prospectus they will not, without the
prior written consent of Montgomery Securities, directly or indirectly, issue,
offer for sale, sell, solicit an offer to sell, contract or grant an option to
sell, pledge, transfer, establish an open put equivalent position or otherwise
sell or dispose of any equity securities of the Company or any options or
warrants to acquire equity securities of the Company, subject to limited
exceptions. In evaluating any request for a waiver of the lock-up period,
Montgomery Securities would consider, in accordance with customary practice,
all relevant facts and circumstances at the time of the request, including,
without limitation, the recent trading market for the Common
55
<PAGE>
Stock, the size of the request and, with respect to a request by the Company
to issue additional equity securities, the purpose of such an issuance.
Lazard Freres & Co. LLC ("Lazard") rendered financial advisory services to
THIN International in connection with the Recapitalization. Lazard has
received a fee for such services which will be increased based on
consideration received by THIN International from sales of its holdings of
Common Stock, including sales in the Offering. Lester Pollack and Jonathan
Kagan, Directors of the Company, are Managing Directors of Lazard.
The Representatives have informed the Company that the Underwriters do not
expect to make sales of Common Stock offered by this Prospectus to accounts
over which they exercise discretionary authority in excess of 5.0% of the
number of shares of Common Stock offered hereby.
Prior to the Offering, there has been no public trading market for the
Common Stock. Consequently, the initial public offering price of the Common
Stock has been determined by negotiations between the Company, the Selling
Shareholders and the Representatives. Among the factors to be considered in
such negotiations were the history of, and the prospects for, the Company and
the industry in which the Company competes, an assessment of the Company's
management, its financial condition, its past and present earnings and the
trend of such earnings, the prospects for future earnings of the Company, the
present state of the Company's development, the general condition of the
economy and the securities markets at the time of the offering and the market
prices of and demand for publicly traded common stock of comparable companies
in recent periods.
LEGAL MATTERS
Certain legal matters relating to the Common Stock being offered hereby and
to the Offering will be passed upon by Sidley & Austin, New York, New York and
Venable, Baetjer, Howard & Civiletti LLP, Washington, D.C., counsel for the
Company. Certain legal matters in connection with the Offering will be passed
upon for the Underwriters by Cleary, Gottlieb, Steen & Hamilton, New York, New
York.
INDEPENDENT ACCOUNTANTS
The consolidated financial statements and schedule of the Company for the
years ended March 31, 1995 and 1996 appearing in this Prospectus have been
audited by Arthur Andersen LLP, independent accountants, as of the dates and
for the periods indicated in its reports thereon, appearing elsewhere herein.
Such consolidated financial statements and schedule of the Company have been
included herein in reliance on the reports of Arthur Andersen LLP, independent
accountants, given on the authority of said firm as experts in accounting and
auditing.
The consolidated statements of income, changes in stockholders' equity and
cash flows for the year ended March 31, 1994 included in this Prospectus have
been so included in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
56
<PAGE>
CHANGE IN INDEPENDENT ACCOUNTANTS
On March 16, 1995, the Company dismissed Price Waterhouse LLP as its
independent accountants. The report of Price Waterhouse LLP on the Company's
financial statements for the fiscal year ended March 31, 1994 contained no
adverse opinion or disclaimer of opinion, and were not qualified or modified
as to uncertainty, audit scope or accounting principle. In connection with its
audit for the fiscal year ended March 31, 1994 and through March 16, 1995,
there have been no disagreements with Price Waterhouse LLP on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements if not resolved to the
satisfaction of Price Waterhouse LLP would have caused them to make reference
thereto in their report on the financial statements for the fiscal year ended
March 31, 1994. The decision to dismiss Price Waterhouse LLP was approved by
the Company's Board of Directors. The Company has requested that Price
Waterhouse LLP furnish it with a letter addressed to the Commission stating
whether or not it agrees with the above statements. A copy of such letter,
dated September 27, 1996, is filed as an exhibit to the Registration Statement
of which this Prospectus forms a part.
The Company engaged Arthur Andersen LLP as the new independent accountants
as of March 16, 1995.
During the fiscal year ended March 31, 1994 and through March 16, 1995, the
Company did not consult with Arthur Andersen LLP on items which (i) were or
should have been subject to Statement on Auditing Standards No. 50 or (ii)
concerned the subject matter of a disagreement or reportable event with Price
Waterhouse LLP.
ADDITIONAL INFORMATION
The Company has filed with the Commission a Registration Statement on Form
S-1 under the Securities Act with respect to the Common Stock being offered
hereby. This Prospectus, which constitutes a part of the Registration
Statement, does not contain all the information set forth in the Registration
Statement and the exhibits and schedules thereto. Statements contained in this
Prospectus concerning the provisions of agreements or documents filed with the
Registration Statement as exhibits are not necessarily complete, and each such
statement is qualified in its entirety by reference to the copy of the
applicable agreement or document filed as an exhibit to the Registration
Statement. Upon the consummation of this offering, the Company will be subject
to the informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and, in accordance therewith, will file reports
and other information with the Commission. The Registration Statement and the
exhibits and schedules thereto filed by the Company with the Commission, as
well as such reports and other information filed by the Company with the
Commission, may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549; at its Chicago Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511; and at its New York Regional Office, Seven World
Trade Center, 13th Floor, New York, New York 10048. Copies of such material
can be obtained from the public reference section of the Commission, 450 Fifth
Street, N.W., Washington D.C. 20549, at prescribed rates. Such material may
also be accessed electronically by means of the Commission's home page on the
Internet at http://www.sec.gov. The Company intends to furnish to its
shareholders annual reports containing audited consolidated financial
statements and a report thereon by the Company's independent accountants and
will make available quarterly reports containing unaudited consolidated
financial information for the first three quarters of each fiscal year.
57
<PAGE>
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<S> <C>
Report of Arthur Andersen LLP............................................ F-2
Report of Price Waterhouse LLP........................................... F-3
Consolidated Balance Sheets of the Company as of March 31, 1995 and 1996
and June 30, 1996 (unaudited)........................................... F-4
Consolidated Statements of Income for the Fiscal Years Ended March 31,
1994, 1995 and 1996 and for the Three Months Ended June 30, 1995 and
1996 (unaudited)........................................................ F-5
Consolidated Statements of Changes in Stockholders' Equity for the Fiscal
Years Ended March 31, 1994, 1995 and 1996 and for the Three Months Ended
March 31, 1995 and 1996................................................. F-6
Consolidated Statements of Cash Flows for the Fiscal Years Ended March
31, 1994, 1995 and 1996 and for the Three Months Ended March 31, 1995
and 1996................................................................ F-7
Notes to Consolidated Financial Statements............................... F-8
Valuation and Qualifying Accounts........................................ F-23
</TABLE>
F-1
<PAGE>
After the stock 1.66-for-1 split discussed in Note 2 to Firearms Training
Systems, Inc.'s consolidated financial statements is effected, we expect to be
in a position to render the following audit report.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
September 30, 1996
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Firearms Training Systems, Inc.:
We have audited the accompanying consolidated balance sheets of FIREARMS
TRAINING SYSTEMS, INC. (a Delaware corporation) AND SUBSIDIARIES as of March
31, 1995 and 1996 and the related consolidated statements of income, changes
in stockholders' equity, and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Firearms Training Systems,
Inc. and subsidiaries as of March 31, 1995 and 1996 and the results of their
operations and their cash flows for the years then ended in conformity with
generally accepted accounting principles.
F-2
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of Firearms Training Systems, Inc.
The 1.66-to-1 stock split described in Note 2 to the consolidated financial
statements has not been consummated at September 27, 1996. When it has been
consummated, we will be in a position to furnish the following report:
"In our opinion, the accompanying consolidated statement of income, of
changes in stockholders' equity and of cash flows for the year ended March
31, 1994 present fairly, in all material respects, the results of
operations and cash flows of Firearms Training Systems, Inc. and its
subsidiary for the year ended March 31, 1994, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audit. We
conducted our audit of these statements in accordance with generally
accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for the opinion expressed above. We have not audited the consolidated
financial statements of Firearms Training Systems, Inc. for any period
subsequent to March 31, 1994."
"As discussed in Note 10 to the financial statements, in 1996 the Company
retroactively restated its reporting entity to include the accounts of
Firearms Training Systems, Ltd."
PRICE WATERHOUSE LLP
Atlanta, Georgia
June 8, 1994, except as to the stock split
described in Note 10 and the third paragraph of
Note 10, which are as of September 27, 1996
F-3
<PAGE>
FIREARMS TRAINING SYSTEMS, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS
<TABLE>
<CAPTION>
MARCH 31,
--------------- JUNE 30,
1995 1996 1996
------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents....................... $ 2,328 $ 8,121 $ 4,184
Accounts receivable, net of allowance for doubt-
ful accounts of $51, $75, and $75 at March 31,
1995 and 1996 and June 30, 1996, respectively.. 3,785 10,092 9,758
Inventories..................................... 7,819 12,836 14,626
Prepaid expenses and other current assets....... 928 655 630
Deferred income taxes........................... 918 866 866
------- ------- -------
Total current assets.......................... 15,778 32,570 30,064
Property and equipment, net....................... 769 1,144 1,079
Escrow and other deposits......................... 270 106 77
------- ------- -------
$16,817 $33,820 $31,220
======= ======= =======
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
<S> <C> <C> <C>
Accounts payable................................ $ 1,416 $ 3,619 $ 1,418
Accrued liabilities............................. 2,864 5,207 2,916
Income taxes payable............................ -- 1,305 1,258
Deferred revenue-advanced billings.............. 3,494 1,455 1,060
Deferred warranty revenue and reserves.......... 347 768 885
------- ------- -------
Total current liabilities..................... 8,121 12,354 7,537
------- ------- -------
Noncurrent liabilities............................ 212 204 202
------- ------- -------
Commitments and contingencies (Notes 4, 8 and 10)
Stockholders' equity:
Preferred stock, $0.10 par value; 200,000 shares
authorized, no shares issued and outstanding... -- -- --
Class A common stock, $0.00001 par value;
68,060,000 shares authorized; 49,800,000 shares
issued and outstanding at March 31, 1995 and
1996 and June 30, 1996......................... -- -- --
Class B non-voting common stock, $0.00001 par
value; 14,110,000 shares authorized; no shares
issued and outstanding......................... -- -- --
Additional paid-in capital...................... 1,931 1,931 1,931
Accumulated earnings............................ 6,553 19,343 21,558
Cumulative foreign currency translation adjust-
ment........................................... -- (12) (8)
------- ------- -------
Total stockholders' equity.................... 8,484 21,262 23,481
------- ------- -------
$16,817 $33,820 $31,220
======= ======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
F-4
<PAGE>
FIREARMS TRAINING SYSTEMS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FISCAL THREE MONTHS ENDED
YEAR ENDED MARCH 31, JUNE 30,
------------------------ -------------------
1994 1995 1996 1995 1996
------- ------- ------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues......................... $20,534 $29,164 $65,439 $ 13,976 $ 13,734
Cost of revenues................. 9,651 14,230 30,902 6,946 6,561
------- ------- ------- --------- ---------
Gross profit..................... 10,883 14,934 34,537 7,030 7,173
------- ------- ------- --------- ---------
Operating expenses:
Selling, general, and
administrative expenses....... 6,066 8,169 12,087 2,975 2,796
Research and development ex-
penses........................ 2,048 2,296 2,781 660 962
Depreciation and amortization.. 297 330 386 98 92
------- ------- ------- --------- ---------
Total operating expenses..... 8,411 10,795 15,254 3,733 3,850
------- ------- ------- --------- ---------
Operating income................. 2,472 4,139 19,283 3,297 3,323
Other income (expense), net...... (224) 78 72 8 165
------- ------- ------- --------- ---------
Income before income taxes....... 2,248 4,217 19,355 3,305 3,488
Provision for income taxes....... 730 1,387 6,565 1,123 1,273
------- ------- ------- --------- ---------
Net income....................... $ 1,518 $ 2,830 $12,790 $ 2,182 $ 2,215
======= ======= ======= ========= =========
Pro forma net income per common
share (Note 2).................. $ 0.09 $ 0.18 $ 0.80 $ 0.14 $ 0.14
======= ======= ======= ========= =========
Pro forma weighted average common
shares outstanding (Note 2)..... 16,051 16,051 16,051 16,051 16,051
======= ======= ======= ========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-5
<PAGE>
FIREARMS TRAINING SYSTEMS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
CLASS B
NON-VOTING CUMULATIVE
PREFERRED STOCK CLASS A COMMON STOCK COMMON STOCK ADDITIONAL FOREIGN CURRENCY
----------------- ----------------------------------- PAID-IN ACCUMULATED TRANSLATION
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS ADJUSTMENT TOTAL
------- -------- ------------ --------------- ------ ---------- ----------- ---------------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, March 31,
1993.............. -- $ -- 49,800,000 $ -- -- $ -- $1,801 $ 2,205 $ -- $ 4,006
Net income........ -- -- -- -- -- -- -- 1,518 -- 1,518
------- -------- ------------ ------- ---- ----- ------ ------- ----- -------
Balance, March 31,
1994.............. -- -- 49,800,000 -- -- -- 1,801 3,723 -- 5,524
Net income........ -- -- -- -- -- -- -- 2,830 -- 2,830
Capital
contribution..... -- -- -- -- -- -- 130 -- -- 130
------- -------- ------------ ------- ---- ----- ------ ------- ----- -------
Balance, March 31,
1995.............. -- -- 49,800,000 -- -- -- 1,931 6,553 -- 8,484
Net income........ -- -- -- -- -- -- -- 12,790 -- 12,790
Foreign currency
translation
adjustment....... -- -- -- -- -- -- -- -- (12) (12)
------- -------- ------------ ------- ---- ----- ------ ------- ----- -------
Balance, March 31,
1996.............. -- -- 49,800,000 -- -- -- 1,931 19,343 (12) 21,262
Net income
(unaudited)...... -- -- -- -- -- -- -- 2,215 -- 2,215
Foreign currency
translation
adjustment
(unaudited)...... -- -- -- -- -- -- -- -- 4 4
------- -------- ------------ ------- ---- ----- ------ ------- ----- -------
Balance, June 30,
1996 (unaudited).. -- $ -- 49,800,000 $ -- -- $ -- $1,931 $21,558 $ (8) $23,481
======= ======== ============ ======= ==== ===== ====== ======= ===== =======
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-6
<PAGE>
FIREARMS TRAINING SYSTEMS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
FISCAL YEAR ENDED MARCH 31, JUNE 30,
------------------------------- --------------------
1994 1995 1996 1995 1996
--------- --------- --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operat-
ing activities:
Net income............. $ 1,518 $ 2,830 $ 12,790 $ 2,182 $ 2,215
--------- --------- --------- --------- ---------
Adjustments to recon-
cile net income to net
cash provided by (used
in) operating activi-
ties:
Depreciation and
amortization......... 297 330 386 98 92
Deferred income
taxes................ -- (515) 52 -- --
Changes in assets and
liabilities:
Accounts receivable,
net................. (1,828) 1,884 (6,307) (3,511) 334
Related-party
balances, net....... 324 -- -- -- --
Inventories.......... (1,978) (4,125) (5,017) (1,117) (1,790)
Prepaid expenses and
other current
assets.............. (11) (876) 273 109 25
Escrow and other
deposits............ -- (270) 164 54 29
Accounts payable..... 69 (96) 1,777 109 (2,201)
Accrued liabilities.. 1,978 886 2,769 (1,125) (2,291)
Income taxes
payable............. 260 (676) 1,305 1,139 (47)
Deferred revenue-
advanced billings... (733) 2,397 (2,039) 4 (395)
Deferred warranty
revenue and
reserves............ 997 197 421 (68) 117
Noncurrent
liabilities......... 167 45 (8) (1) (2)
--------- --------- --------- --------- ---------
Total adjustments... (458) (819) (6,224) (4,309) (6,129)
--------- --------- --------- --------- ---------
Net cash provided by
(used in) operating
activities......... 1,060 2,011 6,566 (2,127) (3,914)
--------- --------- --------- --------- ---------
Cash flows from invest-
ing activities:
Additions to property
and equipment, net.... (405) (191) (761) (278) (27)
--------- --------- --------- --------- ---------
Cash flows from financ-
ing activities:
Net borrowings
(repayments) of line
of credit............. 762 (876) -- 626 --
Repayments of related-
party notes payable... (1,075) -- -- -- --
--------- --------- --------- --------- ---------
Net cash (used in)
provided by
financing
activities......... (313) (876) -- 626 --
--------- --------- --------- --------- ---------
Effect of changes in
foreign exchange
rates.................. -- -- (12) -- 4
--------- --------- --------- --------- ---------
Net increase (decrease)
in cash................ 342 944 5,793 (1,779) (3,937)
Cash, beginning of peri-
od..................... 1,042 1,384 2,328 2,328 8,121
--------- --------- --------- --------- ---------
Cash, end of period..... $ 1,384 $ 2,328 $ 8,121 $ 549 $ 4,184
========= ========= ========= ========= =========
Supplemental disclosures
of cash paid for:
Interest.............. $ 117 $ 48 $ 11 $ 1 $ --
========= ========= ========= ========= =========
Income taxes.......... $ 584 $ 2,100 $ 4,809 $ 17 $ 1,286
========= ========= ========= ========= =========
Supplemental disclosure
of noncash
transactions:
Capital contribution
recorded for
forgiveness of
related-party
payable.............. $ -- $ 130 $ -- $ -- $ --
========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-7
<PAGE>
FIREARMS TRAINING SYSTEMS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FISCAL YEARS ENDED MARCH 31, 1994, 1995, 1996 (INFORMATION AS OF JUNE
30, 1996 AND FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED)
1. ORGANIZATION AND NATURE OF BUSINESS
Firearms Training Systems, Inc. ("FATS" or the "Company"), a Delaware
corporation, was incorporated in 1984. The Company was a wholly owned
subsidiary of THIN International N.V. (previously Firearms Training Systems
International N.V.) ("THIN International"), a Netherlands Antilles
corporation, until July 31, 1996, at which time approximately 79.0% of the
outstanding stock of the Company was sold to a group of entities (the "Centre
Entities") managed by Centre Partners Management LLC, in connection with a
recapitalization and stock purchase and sale agreement (the
"Recapitalization") (Note 10).
FATS is engaged in the development, manufacture, sale, and servicing of
small and supporting arms training simulators and simulated firearms. The
Company's products include weapon simulators for military, law enforcement,
sport shooting, hunter education, and public training as well as for vessel
weapons training. The Company's customers include military and law enforcement
agencies primarily throughout the United States ("U.S."), Europe and Asia.
The Company has five wholly owned subsidiaries (the "Subsidiaries").
F.A.T.S. Foreign Sales Corporation was organized in April 1995 to act as agent
with respect to export sales of products and services outside the United
States. Firearms Training Systems, Ltd. ("FATS U.K."), previously a wholly
owned subsidiary of THIN International (Note 10), performs maintenance work on
certain British contracts and some weapons simulator manufacturing work. The
operations of FATS U.K. and the Company's remaining three subsidiaries are not
currently significant to the consolidated financial position or results of
operations of the Company.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of the Company
and the Subsidiaries. All significant intercompany transactions and balances
have been eliminated.
Foreign Currency Translation
The assets and liabilities of the Company's foreign subsidiaries are
translated into U.S. dollars using current exchange rates in effect at the
balance sheet date, and revenues and expenses are translated at average
monthly exchange rates. The resulting translation adjustments are recorded in
a separate component of stockholders' equity, net of related income taxes.
Revenue Recognition
Substantially all revenue is derived from the sale of small and supporting
arms training simulators and accessories. Revenue is primarily recognized upon
shipment. Advanced billings related to contracts are recorded as deferred
revenue and are recognized primarily as units are delivered. Amounts billed
for extended warranties are recorded as deferred revenue and are recognized as
income over the lives of the service agreements, which generally range from
one to three years.
F-8
<PAGE>
FIREARMS TRAINING SYSTEMS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE FISCAL YEARS ENDED MARCH 31, 1994, 1995, 1996 (INFORMATION AS OF JUNE
30, 1996 AND FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED)
Restricted Cash
In accordance with the terms of an escrow agreement with an agent of the
Company, an escrow account is used to ensure contract performance by the
Company under certain foreign contracts. The cash included in the escrow
account is restricted and is paid out over a scheduled term. The balance in
the escrow account has been classified in the accompanying financial
statements as follows (in thousands):
<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
--------- 1996
1995 1996 (UNAUDITED)
---- ---- -----------
<S> <C> <C> <C>
Prepaid expenses and other current assets.............. $146 $157 $141
Escrow and other deposits.............................. 257 86 57
---- ---- ----
Total................................................ $403 $243 $198
==== ==== ====
</TABLE>
Inventories
Inventories consist primarily of projectors, computer hardware, simulators,
and component parts. Inventories are valued at the lower of cost (on a first-
in, first-out basis) or market. Cost includes materials, labor, and
manufacturing overhead. Market is defined as net realizable value.
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
-------------- 1996
1995 1996 (UNAUDITED)
------ ------- -----------
<S> <C> <C> <C>
Raw materials..................................... $3,286 $ 6,620 $ 7,552
Work in progress.................................. 3,390 5,556 6,776
Finished goods.................................... 1,143 660 298
------ ------- -------
$7,819 $12,836 $14,626
====== ======= =======
</TABLE>
Property and Equipment
Property and equipment are stated at cost. Major property additions,
replacements, and betterments are capitalized, while maintenance and repairs
which do not extend the useful lives of these assets are expensed currently.
Depreciation is provided using the straight-line method for financial
reporting purposes and accelerated methods for income tax purposes.
The detail of property and equipment is as follows (in thousands):
<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
---------------- 1996
1995 1996 (UNAUDITED) USEFUL LIVES
------- ------- ----------- --------------------
<S> <C> <C> <C> <C>
Machinery and equip-
ment................... $ 1,134 $ 1,704 $ 1,680 Five years
Demonstration equip-
ment................... 536 602 601 Three years
Furniture and fixtures.. 563 572 531 Five years
Vehicles................ 255 371 367 Three years
Leasehold improvements.. 2 2 -- Remaining lease term
------- ------- -------
2,490 3,251 3,179
Less accumulated
depreciation and
amortization........... (1,721) (2,107) (2,100)
------- ------- -------
$ 769 $ 1,144 $ 1,079
======= ======= =======
</TABLE>
F-9
<PAGE>
FIREARMS TRAINING SYSTEMS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE FISCAL YEARS ENDED MARCH 31, 1994, 1995, 1996 (INFORMATION AS OF JUNE
30, 1996 AND FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED)
Long-Lived Assets
The Company periodically reviews the values assigned to long-lived assets,
such as property and equipment, to determine whether any impairments are other
than temporary. Management believes that the long-lived assets in the
accompanying balance sheets are appropriately valued.
Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
------------- 1996
1995 1996 (UNAUDITED)
------ ------ -----------
<S> <C> <C> <C>
Sales commissions, bonuses and agents commis-
sion........................................... $ 937 $2,347 $ 746
Professional fees............................... 888 484 150
Unvouchered accounts payable.................... 459 1,568 913
Other........................................... 580 808 1,107
------ ------ ------
$2,864 $5,207 $2,916
====== ====== ======
</TABLE>
Unvouchered accounts payable represent accruals for products and services
received but for which the Company has not yet been billed.
Noncurrent Liabilities
Statement of Financial Accounting Standards ("SFAS") No. 13, "Accounting for
Leases," requires the straight-line recognition of escalating future minimum
lease payments. The Company has escalating rents in connection with the lease
of its manufacturing and office facility located near Atlanta, Georgia. In
addition, the Company received six months of free rent during the initial
period of the lease. The escalating rents and the free rents are recognized on
a straight-line basis over the term of the lease. Accrued rental expense
associated with the straight-line recognition of escalating rents of
approximately $211,000, $204,000, and $202,000 at March 31, 1995 and 1996 and
June 30, 1996, respectively, is included in noncurrent liabilities in the
accompanying balance sheets.
Stock-Based Compensation Plans
The Company accounts for its stock-based compensation plans under Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees"
("APB No. 25"). The Company has adopted the disclosure option of SFAS No. 123,
"Accounting for Stock-Based Compensation." SFAS No. 123 requires that
companies which do not choose to account for stock-based compensation as
prescribed by this statement shall disclose the pro forma effects on earnings
and earnings per share as if SFAS No. 123 had been adopted. Additionally,
certain other disclosures are required with respect to stock compensation and
the assumptions used to determine the pro forma effects of SFAS No. 123.
Research and Development Activities
The Company expenses research and development costs as incurred. Research
and development costs included in the accompanying statements of income
include salaries, wages, benefits, general and administrative, prototype
equipment, project supplies and other related costs directly associated with
research and development activities.
F-10
<PAGE>
FIREARMS TRAINING SYSTEMS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE FISCAL YEARS ENDED MARCH 31, 1994, 1995, 1996 (INFORMATION AS OF JUNE
30, 1996 AND FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED)
Financial Instruments
SFAS No. 107, "Disclosures About Fair Value of Financial Instruments,"
requires disclosure of the following information about the fair value of
certain financial instruments for which it is practicable to estimate that
value. For purposes of this disclosure, the fair value of a financial
instrument is the amount at which the instrument could be exchanged in a
current transaction between willing parties other than in a forced sale or
liquidation. The financial instruments of the Company consist primarily of
cash and cash equivalents, accounts receivable, and accounts payable at March
31, 1995 and 1996 and June 30, 1996. The Company considers all highly liquid
investments with original maturities of three months or less to be cash
equivalents. In management's opinion, the carrying amounts of these financial
instruments approximate their fair values due to the immediate or short-term
maturity of these financial instruments at March 31, 1995 and 1996 and June
30, 1996.
Pro Forma Net Income Per Common Share
Pro forma net income per common share is computed using the weighted average
number of shares of common stock and dilutive common stock equivalent shares
("CSEs") from warrants and from stock options (using the treasury stock
method). Pursuant to the Securities and Exchange Commission Staff Accounting
Bulletin No. 83, common stock and CSEs issued at prices below the expected
public offering price during the 12-month period prior to the Company's
expected initial public offering (the "Offering") (Note 3) have been included
in the calculation as if they were outstanding for all periods prior to the
Offering, regardless of whether they are dilutive. Accordingly, the shares
issued in the Recapitalization (Note 10), all shares issuable upon exercise of
stock options granted (Note 5), and all shares issuable upon exercise of
warrants (Note 4) are included in the earnings per share calculations for all
periods presented. As the Company also repurchased shares in connection with
the Recapitalization, the effect of the repurchased shares is also included in
the earnings per share calculations for all periods presented.
Stock Split
In connection with the Recapitalization (Note 10), the Company effected a
100,000-for-one stock split subsequent to fiscal year-end. In anticipation of
the Offering, the Company anticipates effecting another stock split of 1.66-
for-one subsequent to fiscal year-end. All references in the accompanying
financial statements to number of shares and per share amounts of the
Company's common stock have been retroactively restated to reflect the
increased number of common shares outstanding.
Preferred Stock
The Company has 200,000 authorized shares of Preferred Stock, 10,000 shares
of which have been designated Senior Preferred Stock with a par value of $0.10
per share and a stated liquidation value of $1,000 per share, and 5,000 shares
of which have been designated Junior Preferred Stock with a par value of $0.10
per share and a stated liquidation value of $1,000 per share. No shares of
preferred stock have been issued and no shares were outstanding at March 31,
1995 and 1996 and June 30, 1996.
Income Taxes
The Company is a C corporation for U.S. federal income tax reporting
purposes and accounts for income taxes under the provisions of SFAS No. 109,
"Accounting for Income Taxes," which requires the use of an asset and
liability method of accounting for deferred income taxes. Under SFAS No. 109,
deferred tax assets or liabilities at the end of each period are determined
using the tax rate expected to apply to taxable income in the period in which
the deferred tax asset or liability is expected to be settled or realized.
F-11
<PAGE>
FIREARMS TRAINING SYSTEMS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE FISCAL YEARS ENDED MARCH 31, 1994, 1995, 1996 (INFORMATION AS OF JUNE
30, 1996 AND FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED)
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Interim Unaudited Data for the Three Months Ended June 30, 1995 and 1996
In the opinion of management, the unaudited condensed consolidated financial
statements contain all the normal and recurring adjustments necessary to
present fairly the consolidated financial position of the Company and its
subsidiaries at June 30, 1996 and the consolidated results of the Company's
operations and their cash flows for the three months ended June 30, 1995 and
1996.
3. THE OFFERING
The Company plans to proceed with the Offering as described elsewhere in
this Prospectus with the anticipation of raising approximately $54.6 million
in capital net of underwriting discount and estimated expenses. The Company
anticipates using the net proceeds to the Company to pay off the senior
subordinated bridge notes (the "Bridge Notes") and reduce the senior bank debt
discussed in Note 4. There can be no assurance that the Offering can be
completed at the anticipated price, or at all. There are significant potential
risks associated with the purchase of shares in the Offering. See "Risk
Factors" elsewhere in this Prospectus related to the proposed offering for a
discussion of these risks.
4. BORROWINGS
Former Revolver Agreement
The Company had a revolving credit agreement with a bank (the "Former
Revolver Agreement") which allowed the Company to borrow a maximum of
$6,000,000 based on certain asset levels defined in the Former Revolver
Agreement. At March 31, 1995 and 1996 and June 30, 1996, the Company had no
outstanding borrowings under the Former Revolver Agreement. The Former
Revolver Agreement was terminated subsequent to year-end in connection with
the Company's obtaining the financing discussed below.
The Company had outstanding irrevocable standby letters of credit in the
principal amount of approximately $1,663,000, $825,000 and $831,000 at March
31, 1995 and 1996 and June 30, 1996, respectively, in connection with the
performance of certain sales contracts.
NationsBank Credit Agreement
On July 31, 1996, the Company entered into a credit agreement with a
consortium of financial institutions (the "NationsBank Credit Agreement"). The
NationsBank Credit Agreement allows the Company to borrow up to an aggregate
of $85.0 million in three components:
(1) Revolving credit facility with an aggregate principal amount of up to
$15.0 million (which includes a $7.5 million letter-of-credit
subfacility and a $2.0 million swing line subfacility) (the
"NationsBank Revolving Credit Facility"). The NationsBank Revolving
Credit Facility matures and is payable July 31, 2002.
(2) A term loan with an aggregate principal amount of up to $30.0 million,
with quarterly principal payments ranging from $200,000 to $1,750,000,
commencing September 30, 1996 and maturing July 31, 2002 (the "Tranche
A Loan").
F-12
<PAGE>
FIREARMS TRAINING SYSTEMS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE FISCAL YEARS ENDED MARCH 31, 1994, 1995, 1996 (INFORMATION AS OF JUNE
30, 1996 AND FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED)
(3) A term loan with an aggregate principal amount of up to $40.0 million,
with quarterly principal payments ranging from $125,000 to $9,350,000,
commencing December 31, 1996 and maturing July 31, 2003 (the "Tranche B
Loan").
The Tranche A Loan and the NationsBank Revolving Credit Facility bear
interest at the Company's option of either:
(a) The greater of (i) prime plus 1.25% to 2.0% (based on the Company's
leverage ratio and certain other factors defined in the NationsBank
Credit Agreement) or (ii) the federal funds rate plus 1.75% to 2.5%
(based on the Company's leverage ratio and certain other factors
defined in the NationsBank Credit Agreement) or
(b) A function of the Eurodollar rate plus 2.25% to 3.0% (based on the
Company's leverage ratio and certain other factors defined in the
NationsBank Credit Agreement).
The Tranche B Loan bears interest at the Company's option of either:
(a) The greater of (i) prime plus 2.5% to 2.75% (based on the Company's
leverage ratio and certain other factors defined in the NationsBank
Credit Agreement) or (ii) the federal funds rate plus 3.0% to 3.25%
(based on the Company's leverage ratio and certain other factors
defined in the NationsBank Credit Agreement) or
(b) A function of the Eurodollar rate plus 3.5% to 3.75% (based on the
Company's leverage ratio and certain other factors defined in the
NationsBank Credit Agreement).
The NationsBank Credit Agreement also calls for a commitment fee of 0.5% per
year, paid quarterly, on the unused portion of the NationsBank Revolving
Credit Facility and a yearly commitment fee of $100,000. In addition, the
Company paid approximately $2,716,000 in transaction fees (including the
initial yearly commitment fee) related to consummating the NationsBank Credit
Agreement.
The borrowings under the NationsBank Credit Agreement are secured by
substantially all of the Company's assets, a pledge of all of the common
shares of the Company, and a pledge of 65.0% of the capital stock of the
Company's foreign subsidiaries. The NationsBank Credit Agreement also contains
restrictive convenants which, among other things, limit borrowings and capital
expenditures; require certain leverage, fixed charge, and interest coverage
ratios, as defined, to be maintained; and require a minimum net worth, as
defined. Initial borrowings under the NationsBank Credit Agreement were
approximately $76.0 million.
Bridge Notes
Also in July 1996, the Company received $40.0 million from the sale of
Bridge Notes to a financing institution. The Bridge Notes mature on July 31,
2004 and bear interest at a face rate of 12.5% to 13.0%, payable quarterly.
The Bridge Notes require the Company to take action on or before September
30, 1996 to obtain other permanent financing. The proceeds of such refinancing
are to be used to repay the Bridge Notes. If such financing is not obtained
and the Bridge Notes have not been redeemed by December 30, 1996, the Company
is required to issue to the holders of the Bridge Notes junior preferred stock
with a stated liquidation value, as defined, of $5.0 million in exchange for
$5.0 million of the outstanding principal balance of the Bridge Notes. The
junior preferred stock may be put to the Centre Entities, at a date no later
than January 30, 1998, for $5.0 million plus all accrued and unpaid dividends.
In addition, the junior preferred stock is convertible at the holder's option
into Class A common stock at a conversion price of approximately $3.22,
subject to adjustment for antidilution, through January 31, 1998. The junior
preferred stock earns cumulative dividends of 14.0% per annum, calculated
quarterly, subject to certain restrictions included in the certificate of
designation, including the presence of outstanding debt and senior preferred
stock. No junior preferred stock has been issued as of June 30, 1996.
F-13
<PAGE>
FIREARMS TRAINING SYSTEMS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE FISCAL YEARS ENDED MARCH 31, 1994, 1995, 1996 (INFORMATION AS OF JUNE
30, 1996 AND FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED)
If additional amounts remain outstanding under the Bridge Notes after the
issuance of the junior preferred stock, the Company is required to issue to
the holders senior preferred stock with a stated liquidation value, as
defined, of $10.0 million in exchange for $10.0 million of the outstanding
principal balance of the Bridge Notes. The senior preferred stock carries a
mandatory redemption clause which requires the Company to redeem the senior
preferred stock on a pro rata basis based on the amount of any prepayment of
the outstanding Bridge Notes until July 31, 2006, at which time all of the
outstanding senior preferred stock shall be redeemed. The redemption price of
the senior preferred stock is $10.0 million plus all accrued and unpaid
dividends. The senior preferred stock earns cumulative dividends at 14.0% per
annum, calculated quarterly. No senior preferred stock has been issued as of
June 30, 1996.
The agreement under which the Bridge Notes were issued contains restrictive
covenants which, among other things, limit borrowings and require certain
leverage and interest coverage ratios to be maintained. In the event the
Company prepays the Bridge Notes as contemplated in the Offering, a 3.25% fee
will be incurred on the balance prepaid.
Use of Proceeds
Proceeds from the NationsBank Credit Agreement and the Bridge Notes were
used by the Company to repurchase stock from THIN International in connection
with the Recapitalization (Note 10).
Warrants
In connection with the Bridge Notes, the Company has entered into a warrant
escrow agreement which requires the Company to issue warrants for between
288,434 and 2,019,034 shares of common stock (in any combination of voting or
nonvoting as the holder may elect), contingent upon how and when the Bridge
Notes are repaid and the senior preferred stock is redeemed. If any of the
Bridge Notes or senior preferred stock remain outstanding after the first
anniversary of the date of issuance of the Bridge Notes, all warrants will be
issued to the holders of the Bridge Notes and Preferred Stock. The warrants
are exercisable at the earlier of July 31, 1997 or the effective date of the
Offering through July 31, 2006 at an exercise price of approximately $0.0006
per share of common stock. If the Company repays the Bridge Notes with
proceeds from the Offering prior to December 30, 1996, warrants for the
minimum number of shares (288,434) will be released to the holder of the
Bridge Notes. The fair value of these warrants at the date of grant is
estimated to be approximately $3.22 per share, which is the price paid per
share by the Centre Entities in connection with the Recapitalization (Note
10). The effective interest rate of the Bridge Notes, taking into
consideration the issuance of such warrants, would be approximately 12.8% to
13.3%.
5. STOCK-BASED COMPENSATION PLAN
Subsequent to year-end, the Company adopted the Firearms Training Systems,
Inc. Stock Option Plan (the "Plan"). The Company has reserved a total of
2,490,000 shares of Class A common stock for issuance under the Plan under
three different nonqualified option series. The Plan provides for antidilution
in the event of certain defined circumstances. The Plan will be administered
by a committee (the "Committee") designated by the board of directors of the
Company. The price of options granted will be determined at the date of grant.
Series A Options
Options under this series will be available for grant to officers and other
employees. The options are generally exercisable as follows: (i) 50.0% on the
third anniversary of the option issue date (the "option date"), (ii) 25.0% on
the fourth anniversary of the option date, and (iii) 25.0% on the fifth
anniversary of the option date. The options expire on the seventh anniversary
of the option date. In the event of termination of the optionee's employment
for any reason other than cause (as defined in the Plan) prior to the third
anniversary of the option date, 16.7% of the options shall be exercisable for
each anniversary of the option date prior to the optionee's termination date.
In the event of termination of the optionee's employment for cause, all of the
optionee's outstanding options are terminated.
F-14
<PAGE>
FIREARMS TRAINING SYSTEMS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE FISCAL YEARS ENDED MARCH 31, 1994, 1995 1996 (INFORMATION AS OF JUNE
30, 1996 AND FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED)
Series B Options
Options under this series will be available for grant to officers and other
employees. The options are generally exercisable on the ninth anniversary but
are subject to acceleration based on defined earnings targets. The options
expire after the ninth anniversary of the option date. In the event of
termination of the optionee's employment for any reason other than cause (as
defined in the Plan), options shall be exercisable to the extent they are
exercisable on the effective date of the optionee's termination. In the event
of termination of the optionee's employment for cause, all of the optionee's
outstanding options are terminated.
Series C Options
Options under this series will be available for grant to nonemployee
directors. The options are generally exercisable one-third per year on a
cumulative basis beginning on the first anniversary of the option date. The
options expire on the seventh anniversary of the option date. In the event the
optionee ceases to be a director, options shall be exercisable to the extent
they are exercisable on the effective date of the optionee's ceasing to be a
director.
SFAS No. 123
During 1995, the Financial Accounting Standards Board issued SFAS No. 123
which defines a fair value based method of accounting for an employee stock
option or similar equity instrument and encourages all entities to adopt that
method of accounting for all of their employee stock compensation plans.
However, it also allows an entity to continue to measure compensation cost for
those plans using the method of accounting prescribed by APB No. 25. Entities
electing to remain with the accounting in APB No. 25 must make pro forma
disclosures of net income and, if presented, earnings per share, as if the
fair value based method of accounting defined in SFAS No. 123 had been
applied.
On September 18, 1996, in connection with the Recapitalization (Note 10),
the Company granted options to purchase a total of 1,738,270 shares of common
stock (Series A options for 844,235 shares of common stock, Series B options
for 844,235 shares of common stock, and Series C options for 49,800 shares of
common stock), at an exercise price of approximately $3.25 per share, the fair
value of the Company's common stock on the date of grant. The fair value of
the common stock on the date of grant was determined by the Board of Directors
based upon an appraisal prepared by an independent appraisal firm.
The Company has elected to account for its stock-based compensation plans
under APB No. 25; however, the Company has computed for pro forma disclosure
purposes the value of all options granted for the six months ended September
30, 1996 using the Black-Scholes option-pricing model as prescribed by SFAS
No. 123 using the following weighted average assumptions used for grants for
the six months ended September 30, 1996:
<TABLE>
<CAPTION>
Series A Series B Series C
-------- -------- --------
<S> <C> <C> <C>
Risk free interest rate.............................. 6.63% 6.79% 6.46%
Expected dividend yield.............................. 0% 0% 0%
Expected lives (in years)............................ 4.7 7.0 3.0
Expected volatility.................................. 56% 56% 56%
</TABLE>
The total value of options granted for the six months ended September 30,
1996 was computed as approximately $3,197,000, which would be amortized on a
pro forma basis over the vesting period of the options. If the Company had
accounted for the Plan in accordance with SFAS No. 123, the Company's net
income and
F-15
<PAGE>
FIREARMS TRAINING SYSTEMS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE FISCAL YEARS ENDED MARCH 31, 1994, 1995, 1996 (INFORMATION AS OF JUNE
30, 1996 AND FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED)
net income per share would be decreased by the following pro forma amounts on
an annual basis (net of tax):
<TABLE>
<CAPTION>
PRO
FORMA
CHARGE
--------
<S> <C>
Net income.......................... $331,000
Pro forma net income per share...... $0.02
</TABLE>
The following table sets forth the exercise price range, number of shares,
weighted average exercise price, and remaining contractual lives by groups of
similar price and grant date:
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
EXERCISE NUMBER OF WEIGHTED CONTRACTUAL
PRICE RANGE SHARES AVERAGE PRICE LIFE
----------- --------- ------------- -----------
<S> <C> <C> <C> <C>
Series A..................... $3.25 844,235 $3.25 7
Series B..................... 3.25 844,235 3.25 9
Series C..................... 3.25 49,800 3.25 7
</TABLE>
No options were exercisable September 27, 1996.
6. INCOME TAXES
The significant components of income tax expense are as follows (in
thousands):
<TABLE>
<CAPTION>
FISCAL YEAR ENDED MARCH 31,
-----------------------------
1994 1995 1996
------------------ ---------
<S> <C> <C> <C>
Current:
Federal income tax expense.................. $ 651 $ 1,596 $ 5,686
Foreign income tax expense.................. 5 76 385
State income tax expense.................... 145 230 442
Deferred income tax (benefit) expense......... (71) (515) 52
------- --------- ---------
$ 730 $ 1,387 $ 6,565
======= ========= =========
</TABLE>
For the three months ended June 30, 1995 and 1996, the Company recorded
income tax expense of approximately $1,123,000 and $1,273,000, respectively.
A reconciliation of recorded income taxes with the amount computed at the
statutory rate is as follows (in thousands):
<TABLE>
<CAPTION>
FISCAL YEAR ENDED MARCH 31,
------------------------------
1994 1995 1996
--------- --------- ---------
<S> <C> <C> <C>
Tax at statutory federal rate.............. $ 764 $ 1,436 $ 6,774
State taxes, net of federal income tax
benefit................................... 89 82 404
Research and development tax credit........ (120) (100) (100)
Foreign sales corporation benefit.......... -- -- (639)
Other...................................... (3) (31) 126
-------- --------- ---------
Total.................................. $ 730 $ 1,387 $ 6,565
======== ========= =========
</TABLE>
F-16
<PAGE>
FIREARMS TRAINING SYSTEMS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE FISCAL YEARS ENDED MARCH 31, 1994, 1995, 1996 (INFORMATION AS OF JUNE
30, 1996 AND FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED)
The tax effects of temporary differences that give rise to significant
portions of the deferred tax asset are as follows (in thousands):
<TABLE>
<CAPTION>
MARCH 31,
----------------
1996
1995 (UNAUDITED)
---- -----------
<S> <C> <C>
Inventory reserves.......................................... $306 $380
Deferred revenue............................................ 214 372
Accrued liabilities......................................... 318 156
Other....................................................... 80 (42)
---- ----
Net deferred taxes.......................................... $918 $866
==== ====
</TABLE>
The Company's management has determined that it will be able to fully
utilize the deferred tax assets.
7. CONCENTRATION OF REVENUES
Most of the Company's customers to date have been in the public sector of
the U.S., including the federal, state and local governments, and in the
public sectors of a number of other countries. Approximately 44.3% of the
Company's revenues for fiscal 1996 were attributable to sales to military
authorities in the U.S., 11.5% were attributable to sales to law enforcement
authorities in the U.S. and 43.3% were attributable to sales to military and
law enforcement authorities internationally. Sales to public sector customers
are subject to a multiplicity of detailed regulatory requirements and public
policies. Such contracts may be conditioned upon the continuing availability
of public funds, which in turn depends upon lengthy and complex budgetary
procedures, and may be subject to certain pricing constraints. Moreover, U.S.
government contracts and those of many international government customers may
generally be terminated for a variety of factors when it is in the best
interests of the government. There can be no assurance that these factors or
others unique to government contracts will not have a material adverse effect
on the Company's future results of operations and financial condition.
For the year ended March 31, 1996, the Company's five largest customers
accounted for approximately 67.4% of the Company's total revenues. For any
period, a "Major Customer" is defined as a customer from which the Company
generated more than 10% of its revenues for that period. The following table
summarizes information about the Company's Major Customers for the years ended
March 31, 1994, 1995, and 1996:
<TABLE>
<CAPTION>
AGGREGATE PERCENT OF
REVENUES TOTAL
MAJOR CUSTOMERS (000'S) REVENUES
----------------------------------------------- --------- ---------
<C> <S> <C> <C>
1994 U.S. Air Force, British Ministry of Defense,
Finanza....................................... $12,807 62.4%
1995 U.S. Air Force, British Ministry of Defense,
Singapore Army, Swiss Army.................... 19,353 66.4
1996 U.S. Marine Corps, Royal Netherlands Army, U.S.
Army ......................................... 32,260 49.3
</TABLE>
At March 31, 1995 and 1996, the Company had approximately $628,000 and
$3,999,000, respectively, in outstanding accounts receivable related to
revenues recognized from Major Customers for the related year.
Given the nature of the Company's contracts, revenues attributable to
specific customers are likely to vary from year to year, and a significant
customer in one year may not be a significant customer in a subsequent year.
In order to reach its growth objectives, the Company will be required to seek
contracts from new domestic and
F-17
<PAGE>
FIREARMS TRAINING SYSTEMS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE FISCAL YEARS ENDED MARCH 31, 1994, 1995, 1996 (INFORMATION AS OF JUNE
30, 1996 AND FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED)
international customers as well as orders from existing customers for
additional types of simulated firearms or increased quantities of previously
ordered systems and simulated weapons. A significant decrease in demand by or
the loss of one or more significant customers could have a material adverse
effect on the Company's results of operations or financial condition.
The type of government contracts awarded to the Company in the future may
affect its financial performance. A number of the Company's contracts have
been obtained on a sole source basis while others, including its largest
current contract (Contract 2014 with the U.S. Marine Corps), were obtained
through a competitive bidding process. The extent to which the Company's
contracts and orders are obtained through a competitive bidding process rather
than as sole source contracts may affect the Company's profit margins. The
contracts obtained by the Company in the future may also be cost-reimbursement
type contracts rather than fixed-price contracts, which may not take into
account certain costs of the Company such as interest on indebtedness. There
can be no assurance that changes in the type of government contracts and other
contracts entered into by the Company in the future will not have a material
adverse effect on future results of operations or financial condition of the
Company.
A significant portion of the Company's sales are made to customers located
outside the U.S., primarily in Europe and Asia. In fiscal 1994, 1995 and 1996,
66.1%, 66.3% and 43.3% of the Company's revenues, respectively, were derived
from sales to customers located outside the U.S. The Company expects that its
international customers will continue to account for a substantial portion of
its revenues in the near future. Sales to international customers may be
subject to political and economic risks, including political instability,
currency controls, exchange rate fluctuations and changes in import/export
regulations and tariff rates. In addition, various forms of protectionist
trade legislation have been and in the future may be proposed in the U.S. and
certain other countries. Any resulting changes in current tariff structures or
other trade and monetary policies could adversely affect the Company's sales
to international customers. Political and economic factors have been
identified by the Company with respect to certain of the markets in which it
competes. There can be no assurance that these factors will not result in
defaults by customers in making payments due to the Company, in reductions in
the purchases of the Company's products by international customers or in
foreign currency exchange losses. In certain cases, the Company has reduced
certain of the risks associated with international contracts by obtaining bank
letters of credit to support the payment obligations of its customers and/or
by providing in its contracts for payment in U.S. dollars.
8. COMMITMENTS AND CONTINGENCIES
Operating Leases
The Company leases its manufacturing and operating facilities and office
equipment under operating leases with terms in excess of one year. Rent
expense under noncancelable operating leases was approximately $424,000,
$522,000 and $552,000 for the years ended March 31, 1994, 1995, and 1996,
respectively, and approximately $120,000 and $129,000 for the three months
ended June 30, 1995 and 1996, respectively.
F-18
<PAGE>
FIREARMS TRAINING SYSTEMS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE FISCAL YEARS ENDED MARCH 31, 1994, 1995, 1996 (INFORMATION AS OF JUNE
30, 1996 AND FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED)
At March 31, 1996, future minimum payments under noncancelable operating
leases were as follows (in thousands):
<TABLE>
<CAPTION>
FISCAL
YEARS ENDED
MARCH 31,
-----------
<S> <C>
1997................................. $ 574
1998................................. 597
1999................................. 582
2000................................. 574
2001................................. 580
Thereafter............................. 4,100
------
$7,007
======
</TABLE>
Transition Bonus Agreements
In March 1996, the Company entered into agreements with 13 employees to pay
a transition bonus at the earlier of the six-month anniversary of the
Recapitalization (Note 10) or the employee's termination date. The total of
these agreements is $400,000, which will be recognized as expense over six
months commencing with the effective date of the Recapitalization.
Government Agency Review
The Company is subject to review and regulation by various government
agencies as a result of the nature of its business involving the import and
export of firearms. In the opinion of management, the Company has
substantially complied with all applicable rules and requirements related to
its business.
Legal
The Company is involved in various legal actions arising in the normal
course of business. In the opinion of management, the ultimate resolution of
these matters will not have a material adverse effect on the Company's
financial position or results of operations.
In July 1994, the Company disclosed to the Federal Election Commission (the
"FEC") that violations of the Federal Election Campaign Act ("FECA") may have
occurred with respect to a total of $8,500 in political contributions made on
behalf of candidates for Congressional election. As disclosed by the Company,
Mr. Jody Scheckter, who was then the Chief Executive Officer of the Company,
was reimbursed by the Company for personal contributions ranging from $500 to
$2,000 over the period from October 1989 through June 1993. Mr. Scheckter
promptly reimbursed the Company for these amounts and contends that he had
previously been unaware that the reimbursements had occurred. In October 1994,
the FEC found reason to believe that the Company, Mr. Scheckter and a
secretarial employee who had processed the reimbursements had knowingly and
wilfully violated provisions of the FECA. Counsel for the three respondents
contested the FEC's finding. Since June 1996, in accordance with the FEC's
procedures, the Company and the individuals involved have sought to resolve
the matter through a conciliation agreement. Although the Company cannot
predict how or when the FEC may act, the statutory procedures provide for a
further attempt at conciliation, including payment of civil penalties in the
event that the FEC determines there is probable cause to believe a violation
has occurred. Failing such resolution, the FEC may institute a civil action
seeking civil penalties or refer the matter to the U.S. Attorney General for
possible criminal prosecution. The Company does not believe that the ultimate
resolution of the matter will otherwise have a material adverse effect on its
financial condition or the conduct of its business.
F-19
<PAGE>
FIREARMS TRAINING SYSTEMS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE FISCAL YEARS ENDED MARCH 31, 1994, 1995, 1996 (INFORMATION AS OF JUNE
30, 1996 AND FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED)
The allegations of violations of FECA were apparently triggered by a
complaint by a former chief financial officer of the Company who also alleged
violations of other federal statutes. The Company does not believe that the
ultimate resolution of these matters will have a material adverse effect on
its financial condition or the conduct of its business.
9. INDUSTRY SEGMENT AND GEOGRAPHIC INFORMATION
The Company operates in one industry segment--the manufacture, sale, and
service of small and supporting arms training simulators. The Company sells
its products throughout the world and operates primarily in the U.S. Export
sales are handled through the Company's international sales corporation and,
to a lesser extent, through certain foreign subsidiaries. Operations of the
subsidiaries outside of the U.S. are not material. Geographic financial
information on international sales is as follows (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS
FISCAL YEAR ENDED MARCH 31, ENDED JUNE 30,
----------------------------- ---------------
1994 1995 1996 1995 1996
--------- --------- --------- ------- -------
<S> <C> <C> <C> <C> <C>
International sales:
Europe....................... $ 11,518 $ 12,599 $ 26,252 $ 5,392 $ 2,501
Asia......................... -- 3,935 1,165 253 210
Other........................ 2,063 2,808 911 139 783
--------- --------- --------- ------- -------
Total...................... $ 13,581 $ 19,342 $ 28,328 $ 5,784 $ 3,494
========= ========= ========= ======= =======
</TABLE>
10. SUBSEQUENT EVENTS
In connection with the Recapitalization:
. The Company effected a 100,000-for-one stock split, resulting in
49,800,000 shares of Class A common stock outstanding and owned by THIN
International.
. The Company sold a total of 11,165,241 shares of Class A common stock and
Class B non-voting common stock to the Centre Entities for $36.0 million
(the "Stock Sale"). The shares of Class B non-voting common stock were
subsequently converted to Class A common stock.
. The Company obtained $116.0 million in borrowings (including certain
warrants) under the NationsBank Credit Agreement and the Bridge Notes
(collectively, the "Borrowings") (Note 4).
. Proceeds from the Borrowings and the Stock Sale were then used to
repurchase 46,832,022 shares of common stock from THIN International for
approximately $151.9 million, of which $15.0 million was placed in escrow
for up to two years pending the occurrence of certain events as defined
in the escrow agreement. The repurchased shares were canceled by the
Company. A contingent payment of up to $20.0 million will be made to THIN
International (in cash and/or stock) if certain defined trigger events
occur, including, but not limited to, the completion of the Offering at a
price to the public that implies a specific target value for the initial
shares of at least $190.0 million.
. The Company also sold 232,333 shares to management at fair market value,
granted 36,852 shares to the new President, and granted stock options for
1,738,270 shares at fair market value (Note 5).
As a result of the Recapitalization, THIN International retained
approximately 21.0% of the outstanding shares of the Company and the Centre
Entities owned approximately 79.0% of the Company.
Prior to the Recapitalization, FATS U.K. was a wholly owned subsidiary of
THIN International. Prior to the Recapitalization, THIN International
contributed FATS U.K. to the Company and FATS U.K. became a wholly owned
subsidiary of the Company. The accompanying financial statements have been
retroactively restated to reflect the consolidation of FATS U.K. into the
Company.
F-20
<PAGE>
FIREARMS TRAINING SYSTEMS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE FISCAL YEARS ENDED MARCH 31, 1994, 1995, 1996 (INFORMATION AS OF JUNE
1996 AND FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED)
In addition, THIN International paid bonuses to certain employees of the
Company for services performed for THIN International in connection with the
repurchase of shares of common stock from THIN International. Such bonuses
have not been reflected in the accompanying financial statements, as they
relate solely to services performed for the benefit of THIN International and
provide no ongoing benefit to the Company.
Prior to the consummation of the Recapitalization, the Company historically
used internally generated funds to finance its operations and growth and
generally had relatively insignificant amounts of non-current liabilities. In
connection with the Recapitalization, the Company incurred a substantial
amount of indebtedness. The following table sets forth the capitalization of
the Company as of June 30, 1996 (i) on an actual basis and (ii) on an
unaudited pro forma basis giving effect to the Recapitalization and the Bridge
Notes and the NationsBank Credit Agreement (Note 4) (in thousands except share
data):
<TABLE>
<CAPTION>
JUNE 30, 1996
-----------------------
PRO FORMA
ACTUAL (UNAUDITED)
---------- -----------
<S> <C> <C>
Cash and cash equivalents.......................... $ 4,184 $ --
========== ==========
Debt:
Current maturities of long-term debt............. $ -- $ 2,400
Long-term debt, less current maturities.......... -- 113,641
---------- ----------
Total debt..................................... -- 116,041
========== ==========
Stockholders' equity:
Preferred stock.................................. -- --
Class A common stock............................. -- --
Class B non-voting common stock.................. -- --
Additional paid-in capital....................... 1,931 36,870
Warrants......................................... -- 930
Accumulated earnings (deficit)................... 21,558 (128,476)
Cumulative translation adjustment................ (8) (8)
---------- ----------
Total stockholders' equity (deficit)........... 23,481 (90,684)
========== ==========
Number of preferred shares outstanding............. -- --
---------- ----------
Number of Class A common shares outstanding........ 49,800,000 14,402,404
---------- ----------
Number of Class B non-voting common shares out-
standing.......................................... -- --
---------- ----------
Number of common shares reserved to meet conversion
requirements of warrants.......................... -- 288,434
---------- ----------
Number of common shares reserved
for stock options................................. -- 2,490,000
---------- ----------
</TABLE>
The Company's indebtedness and the related covenants will have several
important effects on its future operations, including, but not limited to, the
following:
. A portion of the Company's cash flow from operations must be dedicated to
the payment of interest on and principal of its indebtedness and will not
be available for other purposes.
F-21
<PAGE>
FIREARMS TRAINING SYSTEMS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE FISCAL YEARS ENDED MARCH 31, 1994, 1995, 1996 (INFORMATION AS OF JUNE
30, 1996 AND FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1996 IS UNAUDITED)
. The Company's ability to obtain additional financing in the future for
working capital, capital expenditures, research and development,
acquisitions, general corporate purposes, or other purposes may be
limited.
. The Company's level of indebtedness could limit its flexibility in
reacting to business developments and changes in its industry and
economic conditions generally.
In September, 1996, the Company hired a new President and Chief Executive
Officer (the "President"). The Company has entered into an employment
agreement with the President with an initial term expiring March 31, 2002,
with automatic one-year extensions thereafter unless terminated by either
party. Pursuant to the agreement, the President will be employed at an annual
base salary of $350,000, subject to review and annual increases as approved by
the Board of Directors. The President also will be eligible for annual bonuses
based on the Company reaching targeted EBITDA levels for each fiscal year,
with a maximum of $225,000 in bonus payable for each fiscal year (or such
greater amount as determined by the Board of Directors). Upon the signing of
the employment agreement, the President received a bonus of $155,000, was
granted 36,852 shares of common stock, and was granted options (Note 5). The
Company also agreed to pay the President's reasonable expenses for relocating
to the Atlanta area. Pursuant to the employment agreement, the President
agreed to purchase 61,420 shares of common stock at approximately $3.25 per
share. The President is also subject to a covenant not to compete with the
Company during his employment with the Company or any period during which he
receives payments from the Company pursuant to the employment agreement and
for a period of two years thereafter. The Company will record an expense of
$119,880 during September related to the stock granted to the President.
Also in September, 1996, the Company has entered into a Management Shares
Agreement with Centre Partners Management LLC, the Centre Entities and those
executive officers who either: (i) have been awarded options pursuant to the
Stock Option Plan; (ii) have been awarded shares of common stock; or (iii)
have purchased shares of common stock from the Company (the "Management
Holders"). Pursuant to the Management Shares Agreement, Centre Partners
Management LLC, on behalf of the Centre Entities, has "bring along rights"
pursuant to which it has the right to require the Management Holders to sell a
pro rata portion of their shares in connection with a sale to an unaffiliated
third party of 5.0% or more of the common stock held by the Centre Entities.
The Management Holders have similar "tag along" rights pursuant to which they
can participate in a sale by the Centre Entities of 5.0% or more of the
outstanding shares of common stock to an unaffiliated third party. Each
Management Holder, other than the President, has the right to require the
Company to purchase his shares of common stock at the lesser of fair market
value or his acquisition price if the Company terminates his employment within
six months of the date of the Agreement (September 18, 1996) other than for
cause. The Centre Entities also have agreed to assist the Management Holders
in registering proportionate amounts of the common stock held by such
Management Holders if the Centre Entities exercise any rights to register
common stock under the Centre Registration Rights Agreement. The Management
Shares Agreement terminates: (i) with respect to the Centre Entities, at such
time as they hold less than 10.0% of the outstanding shares of common stock;
and (ii) ten years from the date of the agreement, if not sooner terminated.
Additionally, in September, 1996, the Board of Directors adopted an
Executive Severance Benefit Plan (the "Executive Severance Plan") that
provides severance pay and benefits to five designated executive officers of
the Company in the event any such designated executive's employment with the
Company terminates for any reason other than Cause (as defined in the
Executive Severance Plan) prior to September 30, 1997. The severance benefit
payable under the Executive Severance Plan is equal to: (i) three times the
monthly salary of the terminated executive if such termination of employment
occurs prior to July 31, 1997; (ii) two times the monthly salary if such
termination of employment occurs during August 1997; and (iii) an amount equal
to the monthly salary if such termination of employment occurs during
September 1997.
F-22
<PAGE>
SCHEDULE II
FIREARMS TRAINING SYSTEMS, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE FISCAL YEARS ENDED MARCH 31, 1994, 1995, AND 1996
<TABLE>
<CAPTION>
ADDITIONS
CHARGED
BALANCE AT TO COSTS BALANCE AT
BEGINNING AND END OF
OF PERIOD EXPENSES DEDUCTIONS (1) PERIOD
---------- --------- -------------- ----------
<S> <C> <C> <C> <C>
Fiscal year ended March 31,
1994:
Allowance for doubtful
accounts..................... $58 $26 $(13) $71
Fiscal year ended March 31,
1995:
Allowance for doubtful
accounts..................... 71 1 (21) 51
Fiscal year ended March 31,
1996:
Allowance for doubtful
accounts..................... 51 24 -- 75
</TABLE>
- --------
(1) Adjustment of allowance based on analysis of receivable balances.
F-23
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
No dealer, sales representative or any other person has been authorized to
give any information or to make any representations in connection with the Of-
fering other than those contained in this Prospectus and, if given or made,
such information or representations must not be relied upon as having been au-
thorized by the Company or any of the Underwriters. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securi-
ties other than the shares of Common Stock to which it relates or an offer to,
or a solicitation of, any person in any jurisdiction where such offer or so-
licitation would be unlawful. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create an implication that
there has been no change in the affairs of the Company, or that information
contained herein is correct as of any time, subsequent to the date hereof.
----------------
TABLE OF CONTENTS
----------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary....................................................... 3
Risk Factors............................................................. 9
Use of Proceeds.......................................................... 14
Dividend Policy.......................................................... 14
Capitalization........................................................... 15
Dilution................................................................. 16
Selected Financial Data.................................................. 17
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 19
Business................................................................. 26
Management............................................................... 38
Certain Transactions..................................................... 45
Recapitalization......................................................... 45
Principal and Selling Shareholders....................................... 49
Description of Capital Stock............................................. 51
Shares Eligible for Future Sale.......................................... 53
Underwriting............................................................. 55
Legal Matters............................................................ 56
Independent Accountants.................................................. 56
Change in Independent Accountants........................................ 57
Additional Information................................................... 57
Index to Financial Statements............................................ F-1
</TABLE>
Until , 1996 (25 days after the date of this Prospectus), all dealers
effecting transactions in the registered securities, whether or not partici-
pating in this distribution, may be required to deliver a Prospectus. This de-
livery requirement is in addition to the obligation of dealers to deliver a
Prospectus when acting as underwriters and with respect to their unsold allot-
ments or subscriptions.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
6,000,000 SHARES
[LOGO]
FIREARMS TRAINING SYSTEMS, INC.
CLASS A COMMON STOCK
-----------------
PROSPECTUS
-----------------
Montgomery Securities
Lazard Freres & Co. llc
The Robinson-Humphrey
Company, Inc.
, 1996
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Set forth below is an estimate (except for the Securities and Exchange
Commission Registration Fee, the NASD Filing Fee and the Nasdaq National
Market Fee) of the fees and expenses, all of which are payable by the
Registrant (including the fees and expenses, other than underwriting discounts
and commissions, of the Selling Shareholders), other than underwriting
discounts and commissions, in connection with the registration and sale of the
Common Stock being registered.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee................ $35,690
NASD Filing Fee.................................................... 10,850
Nasdaq National Market Fee......................................... *
Blue Sky Fees and Expenses......................................... *
Accounting Fees and Expenses....................................... *
Fees of Registrar and Transfer Agent............................... *
Legal Fees and Expenses............................................ *
Printing and Mailing Expenses...................................... *
Miscellaneous...................................................... *
-------
Total.......................................................... *
=======
</TABLE>
- --------
* To be completed by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware permits
a Delaware corporation to indemnify certain persons, including officers and
directors and former officers and directors, and to purchase insurance with
respect to liability arising out of their capacity or status as officers and
directors. Such law provides further that the indemnification permitted
thereunder shall not be deemed exclusive of any other rights to which officers
and directors may be entitled under the Delaware corporation's bylaws, any
agreement or otherwise. Article Eleventh of the Company's Certificate of
Incorporation, as amended, included in Exhibits 3.01, 3.02 and 3.03 hereto,
and Article VI of the Company's By-laws, included in Exhibit 3.06 hereto,
provide, in general, that the Company shall indemnify its directors and
officers to the extent permitted by the General Corporation Law of the State
of Delaware. The Company has insurance providing for indemnification of
officers and directors of the Company and certain other persons against
liabilities and expenses incurred by any of them in certain stated proceedings
and under certain stated conditions.
In addition, Section 102(b)(7) of the General Corporation Law of the State
of Delaware permits a corporation to limit the liability of its directors
subject to certain exceptions. In accordance with Section 102(b)(7), Article
Eleventh of the Company's Certificate of Incorporation, as amended, provides
that no director of the Company shall be personally liable to the Company or
any of its shareholders except for (i) any breach of the directors' duty of
loyalty to the Company or its shareholders; (ii) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the General Corporation Law of the
State of Delaware or (iv) any transaction from which the director derived an
improper personal benefit.
The Underwriting Agreement provides for indemnification by the Underwriters
of the Registrant, its directors and officers and the Selling Shareholders,
and by the Registrant and the Selling Shareholders of the Underwriters, for
certain liabilities, including liabilities arising under the Securities Act.
II-1
<PAGE>
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
The following, which gives effect to the 100,000-for-one stock split
effected by the Company on July 30, 1996 and the 1.66-for-one stock split
anticipated to be effected by the Company in October 1996, sets forth certain
information with respect to all securities of the Company sold by the Company
within the past three years:
1. On July 31, 1996, in connection with the Recapitalization, the Company
sold to the Centre Entities 11,165,241 shares, consisting of 3,898,430
shares of Class A Common Stock and 7,266,811 shares of Class B non-voting
Common Stock, for aggregate consideration of $36.0 million in cash.
Exemption for such transaction from registration under the Securities Act
is claimed in reliance on the exemption provided under Section 4(2) of the
Securities Act on the basis that the sales were transactions not involving
any public offering.
2. On July 31, 1996, in connection with the Recapitalization, the Company
sold to NationsBridge, L.L.C. senior subordinated bridge notes due July 31,
2004 in aggregate principal amount equal to $40.0 million and, in
connection with such sale, entered into arrangements for the issuance of
warrants to purchase shares of Common Stock at a nominal price in an
aggregate amount equal to 288,434 shares of Common Stock based on the
Offering being completed as contemplated in this Registration Statement.
NationsBridge, L.L.C. paid aggregate consideration of $40.0 million in cash
(less certain fees) for the sale. Exemption for such transaction from
registration under the Securities Act is claimed in reliance on the
exemption provided under Section 4(2) of the Securities Act on the basis
that the sales were transactions not involving any public offering.
3. On September 17, 1996, the Company issued 7,266,811 shares of its
Class A Common Stock to Centre Capital Investors II, L.P., in exchange for
7,266,811 shares of the Company's Class B non-voting Common Stock at the
election of the shareholder for no additional consideration. Exemption for
such transaction from registration under the Securities Act is claimed in
reliance on the exemption provided under Section 3(a)(9) of the Securities
Act.
4. On September 18, 1996, the Company issued to Peter A. Marino, its
President and Chief Executive Officer, the following securities pursuant to
an employment agreement dated September 18, 1996: (i) 36,852 shares as a
signing bonus; and (ii) options to purchase 707,160 shares of Common Stock
at an exercise price of approximately $3.25 per share.
Mr. Marino also purchased 61,420 shares of Common Stock for aggregate
consideration of $199,800 in cash. Exemption for such transactions from
registration under the Securities Act is claimed in reliance on the
exemption provided under Section 4(2) of the Securities Act.
5. On September 18, 1996, the Company sold an aggregate of 170,913 shares
of Common Stock to five officers of the Company other than Mr. Marino for
aggregate consideration of approximately $555,984 in cash. Exemption for
such transactions from registration under the Securities Act is claimed in
reliance on the exemption from registration under Section 4(2) of the
Securities Act.
6. On September 18, 1996, the Company awarded options (excluding the
options awarded to Mr. Marino discussed above) to purchase an aggregate of
1,031,110 shares of Common Stock at an exercise price of approximately
$3.25 per share to five executive officers, approximately 30 other key
employees and two outside directors. The options were issued in
consideration of the individuals' service as employees or directors of the
Company. Exemption for such transactions from registration under the
Securities Act is claimed in reliance on the exemption from registration
under Section 4(2) of the Securities Act.
II-2
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
The following documents are filed with this registration statement as
exhibits.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C> <C>
*1.01 -- Underwriting Agreement.
2.01 -- Recapitalization and Stock Purchase and Sale Agreement,
dated as of June 5, 1996, among THIN International N.V.
(formerly known as Firearms Training Systems International
N.V.), the Company, 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., State Board of Administration of Florida and
Centre Partners Management LLC.
2.02 -- Letter Agreement, dated July 9, 1996, amending the
Recapitalization and Stock Purchase and Sale Agreement
filed as Exhibit 2.01.
2.03 -- First Amendment, dated as of July 31, 1996, to the
Recapitalization and Stock Purchase and Sale Agreement
filed as Exhibit 2.01.
3.01 -- Certificate of Incorporation of the Company, dated May 4,
1984.
3.02 -- Certificate for Renewal and Revival of Certificate of
Incorporation of the Company, dated September 21, 1993.
3.03 -- Certificate of Amendment of Certificate of Incorporation
of the Company, dated July 30, 1996.
3.04 -- Certificate of Designations of Senior Preferred Stock of
the Company, dated July 31, 1996.
3.05 -- Certificate of Designations of Junior Preferred Stock of
the Company, dated July 31, 1996.
3.06 -- By-laws of the Company.
4.01 -- Certificate of Designations of Senior Preferred Stock of
the Company, dated July 31, 1996 (filed as Exhibit 3.04).
4.02 -- Certificate of Designations of Junior Preferred Stock of
the Company, dated July 31, 1996 (filed as Exhibit 3.05).
*5.01 -- Opinion of Sidley & Austin.
10.01 -- Credit Agreement, dated as of July 31, 1996, among the
Company, NationsBank, N.A. (South) and the other Lenders
named therein.
10.02+ -- Tranche A Term Note, dated July 31, 1996, issued by the
Company in favor of NationsBank, N.A. (South).
10.03++ -- Tranche B Term Note, dated July 31, 1996, issued by the
Company in favor of NationsBank, N.A. (South).
10.04+++ -- Revolving Credit Note, dated July 31, 1996, issued by the
Company in favor of NationsBank, N.A. (South).
10.05 -- Swingline Note, dated July 31, 1996, issued by the Company
in favor of NationsBank, N.A. (South).
10.06 -- Pledge and Security Agreement, dated as of July 31, 1996,
between the Company, and NationsBank, N.A. (South).
10.07 -- Option to Lease, dated May 4, 1993, between the Company
and Technology Park/Atlanta, Inc.
10.08 -- Lease, dated May 4, 1993, between the Company and
Technology Park/Atlanta, Inc.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C> <C>
10.09 -- First Amendment to Lease Agreement, dated December 21,
1993, between the Company and Technology Park/Atlanta,
Inc., amending the Lease filed as Exhibit 10.08.
10.10 -- Second Amendment to Lease Agreement, dated December 21,
1995, between the Company and Schneider Atlanta, L.P.,
amending the Lease filed as Exhibit 10.08.
10.11 -- United States Government Contract M67854-94-C-2014,
awarded August 4, 1994, between the Company and the U.S.
Marine Corps.
10.12 -- Management Shares Agreement, dated as of September 18,
1996, between the Company and Peter A. Marino, Robert B.
Terry, Robert F. Mecredy, David A. Apseloff, Greg Echols
and Juan de Ledebur.
10.13 -- Firearms Training Systems, Inc. Stock Option Plan.
10.14# -- Stock Option Agreement Series A, dated as of September 18,
1996 between the Company and Peter A. Marino.
10.15## -- Stock Option Agreement Series B, dated as of September 18,
1996 between the Company and Peter A. Marino.
10.16### -- Stock Option Agreement Series C, dated as of September 18,
1996 between the Company and William J. Bratton.
10.17 -- Registration Rights Agreement, dated as of July 31, 1996,
between the Company and the Institutional Holders set
forth on Schedule I thereto.
10.18 -- Registration Rights Agreement, dated as of July 31, 1996,
among the Company, THIN International N.V. (formerly known
as Firearms Training Systems International N.V.) and the
Institutional Holders set forth on Schedule I thereto.
10.19 -- Firearms Training Systems, Inc., Executive Severance
Benefit Plan.
10.20 -- Employment Agreement, dated as of September 18, 1996,
between the Company and Peter A. Marino.
10.21 -- Form of Agreement to Limit Future Competition entered into
with each member of senior management of the Company.
10.22 -- Form of Transition Bonus Agreement entered into with 13
employees of the Company.
11.01 -- Statement Regarding Computation of Pro Forma Net Income
Per Common Share.
*18.01 -- Letter of Price Waterhouse LLP Regarding Change in
Accounting Principles.
21.01 -- Subsidiaries of the Company.
23.01 -- Consent of Price Waterhouse LLP, dated September 30, 1996.
23.02 -- Consent of Arthur Andersen, LLP, dated September 30, 1996.
24.01 -- Powers of Attorney (set forth on page II-5 of the
Registration Statement).
27.01 -- Financial Data Schedule.
</TABLE>
- --------
* To be filed by Amendment.
+ Four additional Tranche A Term Notes, substantially identical in all
material respects to this Exhibit, have been executed by the Company.
Although such additional notes may differ in dollar amounts, there are no
material details in which such notes differ from this Exhibit, which
represents the Tranche A Term Notes issued in the aggregate amount of $30.0
million.
++ Three additional Tranche B Term Notes, substantially identical in all
material respects to this Exhibit, have been executed by the Company.
Although such additional notes may differ in dollar amounts, there are no
material details in which such notes differ from this Exhibit, which
represents the Tranche B Term Notes issued in the aggregate amount of $40.0
million.
II-4
<PAGE>
+++ Four additional Revolving Credit Notes, substantially identical in all
material respects to this Exhibit, have been executed by the Company.
Although such additional notes may differ in dollar amounts, there are no
material details in which such notes differ from this Exhibit, which
represents the Revolving Credit Notes issued in the aggregate amount of
$15.0 million.
# 35 additional Stock Option Agreements, Series A, substantially identical
in all material respects to this Exhibit other than provisions with
respect to accelerated vesting in the event of certain terminations of
employment have been executed by the Company and other employees of the
Company, which collectively grant Mr. Marino and such other employees
options to purchase an aggregate of 844,235 shares of Common Stock.
## 35 additional Stock Option Agreements, Series B, substantially identical
in all material respects to this Exhibit have been executed by the Company
and other employees of the Company, which collectively grant Mr. Marino
and such other employees options to purchase an aggregate of 844,235
shares of Common Stock.
### One additional Stock Option Agreement, Series C, substantially identical
in all material respects to this Exhibit has been executed by the Company
and Dr. Craig I. Fields, which collectively grant Mr. Bratton and Dr.
Fields options to purchase an aggregate of 49,800 shares of Common Stock.
(b) Financial Statement Schedules.
Schedule II--Valuation and Qualifying Accounts (set forth on page F-23 of
the Registration Statement).
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 14 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such directors, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of competent jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, (i) the information
omitted from the form of prospectus filed as part of this Registration
Statement in reliance upon Rule 430A under the Securities Act and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective and (ii) each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
II-5
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNDER DULY AUTHORIZED, IN THE CITY OF SUWANEE, STATE OF
GEORGIA ON SEPTEMBER 30, 1996.
Firearms Training Systems, Inc.
(Registrant)
/s/ Robert B. Terry, Jr.
by: _________________________________
Robert B. Terry, Jr.
President and Chief Operating
Officer (Principal Executive
Officer)
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below constitutes and appoints Jonathan
H. Kagan, Paul J. Zepf, Scott Perekslis and David L. Ridl, each of them
singly, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution in each of them, for him and his name, place
and stead, and in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form
S-1 of Firearms Training Systems, Inc., and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing necessary or desirable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or any of their substitutes may lawfully do or cause to
be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
/s/ Robert B. Terry, Jr. President and Chief September 30,
_______________________________ Operating Officer 1996
Robert B. Terry, Jr. (Principal Executive
Officer)
/s/ David A. Apseloff Treasurer, Chief Financial September 30,
_______________________________ Officer and Assistant 1996
David A. Apseloff Secretary (Principal
Financial Officer)
Director , 1996
_______________________________
William Bratton
Director , 1996
_______________________________
Richard J. Cutler
II-6
<PAGE>
SIGNATURE TITLE DATE
Director , 1996
_______________________________
Craig I. Fields
/s/ Jonathan H. Kagan Director September 30,
_______________________________ 1996
Jonathan H. Kagan
Director , 1996
_______________________________
Peter A. Marino
/s/ Scott Perekslis Director September 30,
_______________________________ 1996
Scott Perekslis
/s/ Bruce G. Pollack Director September 30,
_______________________________ 1996
Bruce G. Pollack
/s/ Lester Pollack Director and Chairman of the September 30,
_______________________________ Board 1996
Lester Pollack
/s/ Paul J. Zepf Director September 30,
_______________________________ 1996
Paul J. Zepf
II-7
<PAGE>
EXHIBIT 2.01
EXECUTION COPY
================================================================================
RECAPITALIZATION
AND
STOCK PURCHASE AND SALE AGREEMENT
among
FIREARMS TRAINING SYSTEMS INTERNATIONAL N.V.
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.
STATE BOARD OF ADMINISTRATION OF FLORIDA
CENTRE PARTNERS MANAGEMENT LLC
_________________________________________
Dated as of June 5, 1996
_________________________________________
RECAPITALIZATION OF FIREARMS TRAINING SYSTEMS, INC.
================================================================================
<PAGE>
TABLE OF CONTENTS
SECTION PAGE
- ------- ----
1. Purchase and Sale of Shares; Recapitalization 2
2. Closing 17
3. Conditions to Closing.......................... 19
(a) Buyers' Obligation......................... 19
(b) Seller's Obligation........................ 20
(c) Frustration of Closing Conditions.......... 21
4. Representations and Warranties of Seller....... 21
(a) Authority.................................. 21
(b) No Conflicts; Consents..................... 21
(c) The Shares................................. 23
(d) Organization and Standing; Books and
Records.................................... 23
(e) Capital Stock of the Company and the
Subsidiaries............................... 24
(f) Equity Interests........................... 25
(g) Financial Statements; Undisclosed
Liabilities................................ 25
(h) Taxes...................................... 25
(i) Assets Other than Real Property
Interests.................................. 27
(j) Title to Real Property..................... 27
(k) Intellectual Property...................... 28
(l) Contracts.................................. 30
(m) Litigation................................. 33
(n) Benefit Plans.............................. 33
(o) Absence of Changes or Events............... 34
(p) Compliance with Applicable Laws............ 35
(q) Employee and Labor Matters................. 37
(r) Licenses; Permits.......................... 37
(s) Transactions with Affiliates............... 38
(t) Government Contracting Matters............. 38
(u) Backlog.................................... 40
5. Covenants of Seller............................ 40
(a) Access..................................... 40
(b) Ordinary Conduct........................... 40
(c) Insurance.................................. 42
(d) Confidentiality............................ 43
<PAGE>
2
(e) International Agency and Sales
Representative Contract.................. 43
6. Representations and Warranties of Buyers....... 43
(a) Authority.................................. 43
(b) No Conflicts; Consents..................... 44
(c) Securities Act............................. 44
(d) Actions and Proceedings, etc............... 45
(e) Availability of Funds...................... 45
7. Covenants of Buyers and Centre Management...... 45
8. Mutual Covenants............................... 48
(a) Consents................................... 48
(b) Cooperation................................ 49
(c) Publicity.................................. 50
(d) Best Efforts............................... 50
(e) Antitrust Notification..................... 50
(f) Access 51
(g) Registration Rights Agreement.............. 51
(h) Release of Lien on Certain Shares of
Common Stock............................. 51
9. Further Assurances............................. 52
10. Indemnification................................ 52
(a) Indemnification by Seller.................. 52
(b) Exclusive Remedy........................... 53
(c) Indemnification by Buyers.................. 53
(d) Losses Net of Insurance, etc............... 54
(e) Termination of Indemnification............. 54
(f) Procedures Relating to Indemnification..... 55
(g) Other Claims............................... 57
(h) Procedures Relating to Indemnification of
Tax Claims................................. 57
(i) Mitigation................................. 58
11. Tax Matters.................................... 58
12. Assignment..................................... 59
13. No Third-Party Beneficiaries................... 59
14. Termination.................................... 59
<PAGE>
3
15. Survival of Representations.................... 60
16. Expenses....................................... 61
17. Attorney Fees.................................. 61
18. Amendments..................................... 61
19. Notices........................................ 61
20. Interpretation; Exhibits and Schedules;
Certain Definitions......................... 62
21. Counterparts................................... 63
22. Entire Agreement............................... 63
23. Fees........................................... 64
24. Severability................................... 64
25. Governing Law.................................. 64
26. Consent to Jurisdiction and Service
of Process.................................. 64
List of Exhibits
- ----------------
Exhibit A Percentage of Shares Purchased
Exhibit B Stockholders' Agreement
Exhibit C Registration Rights Agreement
Exhibit D Form of Waiver and Release
Exhibit E Escrow Agreement
Exhibit F Form of Opinion of Counsel to the Company and Form of Opinion of
Counsel to Seller
Exhibit G Commitment Letters
<PAGE>
4
Disclosure Schedules (as received from Seller to date without material changes
- --------------------
prior to execution of definitive document)
Schedule 4(b) Subsidiaries
Schedule 4(d) Organization
Schedule 4(e) Capital Stock
Schedule 4(f) Equity Interests
Schedule 4(g) Financial Statements
Schedule 4(h) Taxes
Schedule 4(i) Assets Other than Real Property Interests
Schedule 4(j) Title to Real Property
Schedule 4(k) Intellectual Property
Schedule 4(l) Contracts
Schedule 4(m) Litigation
Schedule 4(n) Benefit Plans
Schedule 4(o) Absence of Changes or Events
Schedule 4(p) Compliance with Applicable Laws
Schedule 4(q) Employee and Labor Matters
Schedule 4(r) Licenses; Permits
Schedule 4(s) Transactions with Affiliates
Schedule 4(t) Government Contracting
Schedule 5(b) Ordinary Conduct
Specific Definitions
--------------------
The following terms are defined in the Sections referenced below:
Term Section
---- -------
1. Acquired Shares Section 1(a)
2. Acquisition Section 1(a)
3. Additional Auditor Section 1(c)
4. Additional Expert Section 1(c)
5. Affiliate Section 1(c)
6. Agreement Preamble
7. Applicable Laws Section 4(p)(i)
8. Appraised Value Section 1(c)
9. Appraiser Section 1(c)
10. Base Period Section 1(c)
11. Benefit Plans Section 4(n)(i)
12. Bridge Credit Agreement Section 1(c)
13. Borrowings Section 1(b)
14. Buyer Preamble
15. Buyer Indemnified Party Section 10(a)
16. Buyers Preamble
<PAGE>
5
17. Cash Election Period Section 1(c)
18. Cash Notice Section 1(c)
19. Centre Management Section 1(a)
20. CERCLA Section 4(p)(ii)
21. CFO Certificate Section 1(c)
22. Closing Section 2(a)
23. Closing Date Section 2(a)
24. Closing Place Section 2(a)
25. Code Section 2(c)(v)
26. Company Balance Sheet Section 4(g)
27. Company Financial Statements Section 4(g)
28. Common Stock Preamble
29. Company Preamble
30. Company's Appraiser Section 1(c)
31. Company's Current Premium Section 7(e)
32. Company's Auditors Section 1(c)
33. Confirming Opinion Section 1(c)
34. Contingent Payment Section 1(c)
35. Contracts Section 4(l)
36. Credit Agreement Section 1(c)
37. Disposition Section 1(c)
38. DOJ Section 8(e)
39. EBITDA Section 1(c)
40. EBITDA Test Stock Notice Section 1(c)
41. Environmental Laws Section 4(p)(ii)
42. ERISA Section 4(n)(i)
43. Escrow Agent Section 2(f)
44. Escrow Agreement Section 3(a)(iv)
45. Escrowed Amount Section 2(f)
46. Financial Statements Section 4(g)(i)
47. Financing Section 6(e)
48. Firm Commitments Section 6(e)
49. FTC Section 8(e)
50. Foreign or Domestic Governmental Section 4(p)(ii)
Entity
51. GAAP Section 1(c)
52. Government Contract Section 4(t)(i)
53. Governmental Entity Section 3(a)(ii)
54. Hazardous Substances Section 4(p)(ii)
55. HSR Act Section 3(a)(iii)
56. including Section 20(b)(i)
57. indemnified party Section 10(f)
58. Intellectual Property Section 4(k)
59. Initial Period Section 1(c)
60. Initial Shares Section 1(c)
61. Investors Section 7(b)
62. IPO Section 1(c)
63. IPO Valuation Section 1(c)
<PAGE>
6
64. knowledge of Seller Section 20(b)(ii)
65. knowledge of Buyers Section 20(b)(iii)
66. Leased Property Section 4(j)
67. Lenders Section 1(b
68. Management Agreement Section 1(a)
69. Market Value Section 1(c)
70. Material Adverse Effect Section 4(b)
71. Memorandum Section 7(b)
72. NASDAQ Section 1(c)
73. NMS Section 1(c)
74. Negative Opinion Section 1(c)
75. Owned Property Section 4(j)
76. Parties Preamble
77. Party Preamble
78. Permitted Liens Section 4(i)
79. person Section 20(b)(iv)
80. Personnel Section 4(k)
81. Pension Plans Section 4(n)(i)
82. Plans Section 10(c)
83. Pledge Agreement Section 1(c)
84. Pre-Closing Tax Period Section 4(h)(i)
85. Pre-Split Stock Preamble
86. Pro Forma EBITDA Section 1(c)
87. Prohibition Section 1(c)
88. Purchase Price Section 1(a)
89. Redeemed Shares Preamble
90. Redemption Preamble
91. Redemption Price Section 1(b)
92. Registration Rights Agreement Section 1(c)
93. Retained Shares Preamble
94. Seller Preamble
95. Seller's Appraiser Section 1(c)
96. Seller Balance Sheet Section 4(g)
97. Seller Financial Statements Section 4(g)
98. Seller Shares Preamble
99. Stock Election Period Section 1(c)
100. Stock Notice Section 1(c)
101. Subsidiary Section 4(b)
102. Target Value Section 1(c)
103. Tax or Taxes Section 4(h)(i)
104. Tax Indemnified Party Section 10(h)
105. Tax Indemnitor Section 10(h)
106. Third Appraiser Section 1(c)
107. Third Party Claim Section 10(f)
108. Trigger Event Section 1(c)
109. Trigger Event Date Section 1(c)
110. Transactions Section 1(b)
111. WARN ACT Section 7(a)(iii)(C)
<PAGE>
7
The following are terms which are defined by cross reference to an
external source:
1. employee pension benefit Section 4(n)(i)
plans
2. employee welfare benefit Section 4(n)(i)
plans
3. multiemployer plan Section 4(n)(iv)
4. release Section 4(p)(ii)
<PAGE>
RECAPITALIZATION AND STOCK PURCHASE
AND SALE AGREEMENT (the "Agreement") dated as of
June 5, 1996 among FIREARMS TRAINING SYSTEMS
INTERNATIONAL N.V., a Netherlands Antilles
corporation ("Seller"), FIREARMS TRAINING SYSTEMS,
INC., a Delaware corporation (the "Company"), and
CENTRE CAPITAL INVESTORS II, L.P. a Delaware
limited partnership, CENTRE PARTNERS COINVESTMENT,
L.P., a Delaware limited partnership, CENTRE
PARALLEL MANAGEMENT PARTNERS, L.P., a Delaware
limited partnership, CENTRE CAPITAL OFFSHORE
INVESTORS II, L.P., a Bermuda limited partnership,
CENTRE CAPITAL TAX-EXEMPT INVESTORS II, L.P., a
Delaware limited partnership, and STATE BOARD OF
ADMINISTRATION OF FLORIDA, a body corporate
organized under the constitution of the State of
Florida (each a "Buyer" and collectively limited
as described below, the "Buyers"), and CENTRE
PARTNERS MANAGEMENT LLC.
WHEREAS, Seller owns all the 300 issued and outstanding shares of
Common Stock, par value $1 per share, of the Company (the "Pre-Split Stock"),
and prior to the Closing Date each share of Pre-Split Stock shall be changed
into 10,000 shares of Common Stock, par value $.001 per share (the "Common
Stock", and the resulting 3,000,000 shares of Common Stock to be held by the
Seller prior to the Closing Date being referred to herein as the "Seller
Shares");
WHEREAS, the Company desires to issue and sell to each Buyer as
described below, and each Buyer desires to purchase from the Company, newly
issued shares of Common Stock on the terms and subject to the conditions set
forth herein;
WHEREAS, the obligations of each Buyer represent the several and not
joint obligations of such Buyer to be apportioned severally in accordance with
the percentages set forth in Exhibit A hereto and all references to "Buyers"
shall be construed accordingly;
WHEREAS, in connection with such sale of Common Stock to Buyers, the
Company shall be recapitalized by
<PAGE>
2
virtue of extensions of credit to the Company and certain related transactions
as more fully set forth herein;
WHEREAS, the proceeds from such extensions of credit and such sale of
Common Stock to Buyers shall be utilized to redeem (the "Redemption") 2,821,206
shares (the "Redeemed Shares") of the 3,000,000 Seller Shares currently held by
Seller, as a result of which the Seller shall continue to hold 178,794 shares
(the "Retained Shares");
NOW, THEREFORE, in consideration of the premises, representations and
warranties and the mutual covenants and agreements contained herein and other
good, valuable and sufficient consideration, the receipt of which is hereby
acknowledged, each of Seller, Buyers and the Company (collectively, the
"Parties" and, sometimes individually, a "Party"), intending to be legally
bound, hereby agrees as follows:
1. Purchase and Sale of Shares; Recapitalization. (a) On the terms
----------------------------------------------
and subject to the conditions set forth herein, at the Closing (as defined in
Section 2 hereof), the Company shall issue, sell and deliver to each Buyer, and
each Buyer shall purchase and accept from the Company in accordance with Exhibit
A, an aggregate of 672,605 shares of Common Stock (the "Acquired Shares") (it
being understood that Centre Partners Management LLC ("Centre Management"),
pursuant to certain management agreements between Centre Management and the
Buyers (the "Management Agreement") may reallocate the Commitment Amounts set
forth on Exhibit A among the Buyers or other funds for which it acts as manager
prior to the Closing Date), free and clear of all preemptive rights, liens,
claims and encumbrances (the "Acquisition"). In consideration for the Acquired
Shares, Buyers shall pay the Company in cash an aggregate purchase price of
$36,000,000 (the "Purchase Price").
(b) On the terms and subject to the conditions set forth herein, at
the Closing, the Company shall borrow (the "Borrowings"), and Buyers shall cause
certain providers of financing (the "Lenders") to collectively lend to the
Company, $115,000,000; the Company shall effect the Redemption; and Buyers shall
pledge the Acquired Shares, and Seller shall pledge the Retained Shares, to the
Lenders. The aggregate redemption price (the "Redemption Price") to be paid for
the Redeemed Shares at the Closing shall be equal to $151,000,000. The
Redemption Price will be increased by any of the contingent payment payable
pursuant
<PAGE>
3
to Section 1(c) of this Agreement. The Acquisition, the Borrowings, the
Redemption, the Contingent Payment and the other transactions contemplated
hereby are collectively referred to herein as the "Transactions".
(c) The Redemption Price shall be increased by the amount of the
Contingent Payment (as hereinafter defined) at the times, under the
circumstances and subject to the conditions set forth below, and Seller shall
have certain other rights, all as set forth below.
(A) Definitions. As used in this Section 1(c), the following
------------
terms shall have the following respective meanings:
"Affiliate" of any person means any person controlling, controlled by,
---------
or under common control with such first person.
"Appraised Value" of any share of Common Stock on any date means the
---------------
fully distributed trading value (based on a "public company valuation") of
the entire Common Stock equity interest in the Company taken as a whole on
such date, divided by the number of the outstanding shares of Common Stock
and options and warrants to purchase shares of Common Stock on the preceding
date (based on the treasury method in accordance with GAAP), without
premiums for control or discounts for minority interest or restrictions on
transfer, determined by an Appraiser designated by Seller and an Appraiser
designated by the Company, and if such two Appraisers cannot agree on the
Appraised Value, then the Company and Seller shall retain a third Appraiser
mutually agreeable to the Company and Seller, which third Appraiser shall,
upon the basis of an independent analysis, determine the Appraised Value by
selecting either the valuation determined by Seller's Appraiser or the
valuation determined by the Company's Appraiser. Seller and the Company
shall use reasonable efforts to designate their respective Appraisers and
the third Appraiser, and to cause such Appraisers to complete their work, as
quickly as is reasonably practicable.
"Appraiser" means an independent nationally recognized investment
---------
banking firm.
<PAGE>
4
"Base Period" means the period commencing on April 1, 1996 and
-----------
ending March 31, 1999.
"Bridge Credit Agreement" means the credit agreement to be entered
-----------------------
into between the Company and NationsBridge, LLC, the preferred stock
agreement, warrant agreement and/or other agreements or instruments to be
entered into in connection with the bridge financing contemplated hereby and
any successor agreement or instrument, including any agreement or instrument
entered into in connection with the issuance of securities as contemplated
by the commitment letter and related term sheet of NationsBank, N.A. (South)
set forth in Exhibit G hereto.
"Credit Agreement" means the Credit Agreement to be entered into among
----------------
the Company, NationsBank, N.A. (South), as Agent, and the Lenders identified
therein, as such Credit Agreement may be amended or succeeded by a successor
credit agreement; provided that for purposes of this definition, the Seller
--------
consents to such amendment thereto or such successor credit agreement
(unless the provisions relating to or creating any Prohibition are unchanged
by such amendment or succession).
"Contingent Payment" means $20,000,000.
------------------
"EBITDA" means, with respect to any period, the Company's consolidated
------
earnings before interest, income taxes, depreciation and amortization
(including income recognized from investments accounted for under the equity
method of accounting), as determined in accordance with GAAP as applied by
the Company in preparing the March 31, 1996 Company Financial Statements (as
defined in Section 4(g) hereof), minus extraordinary gains and plus
extraordinary losses, in each case to the extent included in earnings;
provided, however, that there shall be excluded from EBITDA all amounts
-------- -------
associated with any business acquired or investment made after the Closing
Date, except to the extent that the acquisition of such business or the
making of such investment was financed by internally generated cash and/or
debt financing the ability to effect which was created by internally
generated cash. To the extent that, after the Closing Date, the Company
acquires a business other than by means of internally generated cash and/or
debt financing the ability to
<PAGE>
5
effect which was created by internally generated cash, the Company shall
prepare and deliver to Seller as promptly as practicable a report as to the
appropriate methodology for measuring EBITDA after giving effect to such
acquisition ("Pro Forma EBITDA") for purposes of the cash flow test
contained in Section 1(c)(C) hereof, which report shall describe the matters
covered therein in reasonable detail. The report will take into
consideration, among other things, all material aspects of the acquisition
and will exclude from Pro Forma EBITDA (a) the stand alone projections of
the acquisition, (b) restructuring expenses and reserves associated with the
assimilation of the acquisition and (c) transaction expenses. Pro Forma
EBITDA will include all synergies and combination benefits realized from the
acquisition. If Seller notifies the Company in writing that it does not
agree with such report and identifies with reasonable specificity the items
in such report that it wishes to dispute within 30 business days after the
delivery of such report, Seller and the Company shall promptly select an
independent nationally recognized investment banking firm (the "Additional
Expert") to conduct such additional review as is necessary to resolve the
dispute identified in such notice. The determination of the Additional
Expert shall be completed as promptly as practicable following such
selection, shall be confirmed in writing to, and shall be final and binding
on, the Company and Seller for purposes hereof. All expenses of any
Additional Expert shall be paid by the Company.
"GAAP" means generally accepted accounting principles.
----
"Initial Shares" means the 178,794 Retained Shares and the 672,605
--------------
Acquired Shares, and, if issued, the 93,417 additional shares of Common
Stock issued upon conversion of the Company's Junior Preferred Stock and any
additional shares of Common Stock or rights or other securities distributed
or otherwise issued with respect to the Initial Shares or such Junior
Preferred Stock (other than rights to cash dividends with respect to such
Junior Preferred Stock), in each case whether or not owned by the Seller or
the Buyers, as the case may be, on any relevant date.
"IPO" means a public offering pursuant to an effective registration
---
statement under the Securities
<PAGE>
6
Act of 1933 covering the offer and sale of Common Stock to the public and
underwritten by an investment banking firm of nationally recognized
standing.
"IPO Valuation" means the implied valuation of the Company based on
-------------
the price per share to the public of Common Stock that could then be
obtained in an IPO.
"Market Value" of any share of Common Stock as of any date shall mean
------------
(w) if shares of Common Stock are traded on a national securities exchange,
-
the average of the reported closing prices for the ten preceding trading
dates on the exchange where such shares are primarily traded, (x) if such
-
shares are traded in the National Association of Securities Dealer Automated
Quotation System ("NASDAQ"), National Market System ("NMS") the average of
the reported closing prices as quoted for the ten preceding trading dates by
the NASDAQ NMS, (y) if such shares are traded on the over-the-counter
market, the average of the reported closing bid and asked quotations as
quoted for the ten preceding trading dates by the NASDAQ or (z) if an IPO
-
has not yet occurred, the Appraised Value of such share as of such date.
"Pledge Agreement" means the Pledge Agreement in the form attached as
----------------
an exhibit to the Credit Agreement or a successor pledge agreement.
"Prohibition" shall mean a covenant or other restriction contained in
-----------
the Credit Agreement or the Bridge Credit Agreement or any provision of
applicable law that would prohibit the Company from making the Contingent
Payment in full in cash pursuant to the provisions hereof.
"Target Value" means an aggregate implied value for the Initial Shares
------------
(other than the 93,417 additional shares of Common Stock issued upon
conversion of the Company's Junior Preferred Stock) of at least
$190,000,000; provided, however, that from and after the conversion
-------- -------
(if any) of the Company's Junior Preferred Stock into 93,417 additional
shares of Common Stock, "Target Value" means an aggregate implied value for
the Initial Shares of at least $200,000,000.
"Trigger Event" means:
-------------
<PAGE>
7
(i) the consummation of an IPO at a price to the public that
implies the Target Value for the Initial Shares;
(ii) if an IPO has occurred, the average of the reported closing prices on the
national securities exchange on which the shares of Common Stock are then
listed, or the average of the reported closing prices on the NASDAQ NMS
if the shares are then so quoted, or the average of the reported closing
bid and asked quotations on the over-the-counter market as quoted by
NASDAQ if the shares are then so quoted, of the shares of Common Stock,
for any 15 consecutive trading days implying the Target Value for the
Initial Shares; or
(iii) the consummation of (1) a noncommercial private sale of 25% or more of
the outstanding shares of Common Stock to an unaffiliated third party,
(2) a noncommercial private issuance by the Company of newly-issued
shares of Common Stock in an amount equal to 25% or more on a pro forma
basis of the outstanding shares of Common Stock, (3) a noncommercial
transfer to an unaffiliated third party of a controlling equity interest
or a controlling beneficial interest in an entity that owns 25% or more
of the outstanding shares of Common Stock, (4) a borrowing against or
other monetization of 25% or more of the outstanding shares of Common
Stock (other than pursuant to the Credit Agreement), (5) a merger, sale
of all or substantially all assets or other business combination
transaction involving the Company (other than an internal reorganization)
or the liquidation of the Company, (6) a substantial recapitalization of
the Company or (7) any other direct or indirect transfer (other than an
internal reorganization) of 25% or more of the outstanding shares of
Common Stock or any interest therein that, in any such case referred to
in clauses (1) through (7) above, implies the Target Value for the
Initial Shares.
<PAGE>
8
"Trigger Event Date" means the date on which a Trigger Event occurs.
------------------
(B) Valuation Test. (i) If at any time during the period commencing
---------------
on the first anniversary of the Closing Date and ending on the last day of the
Base Period a Trigger Event has not yet occurred, Seller shall have the right to
deliver to the Company an opinion of an Appraiser selected by Seller ("Seller's
Appraiser") to the effect that the IPO Valuation would result in at least the
Target Value being implied for the Initial Shares (and specifying the expected
valuation). Such opinion may be in such form, and subject to such
qualifications, as may be consistent with the customary practice of Seller's
Appraiser.
(ii) The Company shall have the right to deliver to Seller, prior to
the expiration of a 15 calendar day period beginning on the date the opinion of
Seller's Appraiser is delivered to the Company (the "Initial Period"), an
opinion of an Appraiser selected by the Company (the "Company's Appraiser") to
the effect that the IPO Valuation would not result in at least the Target Value
being implied for the Initial Shares (and specifying the expected valuation) (a
"Negative Opinion"). If the Company fails to deliver such a Negative Opinion to
Seller prior to the expiration of the Initial Period or if the Company delivers
an opinion of the Company's Appraiser to the effect that the IPO Valuation would
result in at least the Target Value being implied for the Initial Shares (a
"Confirming Opinion"), then the provisions set forth in subparagraph (iii) below
shall be applicable. If the Company delivers a Negative Opinion to Seller prior
to the expiration of the Initial Period, then the Company and Seller shall
retain, as promptly as is reasonably practicable, a third Appraiser mutually
agreeable to the Company and Seller (the "Third Appraiser"). The Third
Appraiser shall perform, as promptly as is reasonably practicable, an
independent analysis of whether the IPO Valuation would result in at least the
Target Value being implied for the Initial Shares and, upon the conclusion
thereof, shall select either the valuation determined by Seller's Appraiser or
the valuation determined by the Company's Appraiser and shall notify Seller and
the Company of its selection. If the Third Appraiser selects the valuation
determined by the Company's Appraiser, the process described in this paragraph
(B) shall terminate.
(iii) If (1) the Company fails to deliver a Negative Opinion prior to
the expiration of the Initial Period, (2)
<PAGE>
9
the Company delivers a Confirming Opinion, or (3) the Company delivers a
Negative Opinion and the Third Appraiser selects the valuation determined by
Seller's Appraiser, then the Company shall have an option exercisable during the
seven calendar day period (the "Cash Election Period") commencing on, as
applicable, (i) the date immediately succeeding the last day of the Initial
Period, (ii) the date of delivery to Seller of the Confirming Opinion or (iii)
the date of notification by the Third Appraiser that it has selected the
valuation determined by Seller's Appraiser to elect to make the Contingent
Payment to Seller in cash by delivering notice of such election to Seller (a
"Cash Notice").
(iv) If the Company delivers a Cash Notice to Seller prior to the
expiration of the Cash Election Period, then Seller shall have the right,
exercisable at any time during a five business day period (the "Stock Election
Period") commencing on the date of delivery to Seller of the Cash Notice, to
deliver a notice to the Company that it elects to receive all or a portion of
the Contingent Payment in the form of shares of Common Stock (a "Stock Notice").
If Seller delivers a Stock Notice within the Stock Election Period, then the
Company shall issue to Seller shares of Common Stock in an amount equal to
$20,000,000, minus the amount of the Contingent Payment not requested to be paid
in shares of Common Stock by Seller, with the number of shares to be issued to
be determined based on the Appraised Value thereof, and shall make the amount of
the Contingent Payment not required to be paid in shares of Common Stock in cash
by wire transfer of immediately available funds, in each case within 45 days
after receipt by the Company of the Stock Notice. If Seller fails to deliver a
Stock Notice to the Company within the Stock Election Period, or if Seller
notifies the Company in writing within the Stock Election Period that it will
not deliver a Stock Notice, then the Company shall make the Contingent Payment
in cash by wire transfer of immediately available funds to Seller no later than
the 45th day immediately succeeding the earlier of the last day of the Stock
Election Period or the date Seller notifies the Company in writing that it will
not deliver a Stock Notice.
(v) If the Company fails to deliver a Cash Notice to Seller within
the Cash Election Period, or if the Company notifies Seller within the Cash
Election Period that it will not deliver a Cash Notice, then Seller shall have
the right, for a period of 30 days following the earlier of the last
<PAGE>
10
day of the Cash Election Period or the date the Company notifies Seller that it
will not deliver a Cash Notice, to exercise the demand registration rights
provided for in Section 2 of the Registration Rights Agreement dated as of the
Closing Date among the Company, the Seller, Jody Scheckter, Clare Fawkes and the
Institutional Holders (as defined therein) (the "Registration Rights
Agreement").
(vi) If Seller exercises its registration rights pursuant to
subparagraph (v) and consummates an IPO pursuant to which the aggregate price to
the public is at least $30 million and that implies at least the Target Value
for the Initial Shares, then the Company shall make the Contingent Payment in
cash to Seller within 45 days after consummation of the IPO; provided, however,
-------- -------
that if the Company reasonably anticipates being subject to a Prohibition on the
payment date the Company may, to the extent the Company is thereby prohibited
from paying the Contingent Payment in cash, or if Seller so requests at any
time prior to the effectiveness of the registration statement for the IPO, the
Company shall, issue to Seller in sufficient time to permit the sale thereof (if
Seller so elects) in the IPO, shares of Common Stock in an amount equal to
$20,000,000, minus the amount of the Contingent Payment the Company is not
Prohibited from paying in cash or minus the amount of the Contingent Payment not
requested to be paid in shares of Common Stock by Seller, as the case may be,
with the number of shares to be issued to be determined based on the price to
the public in the IPO.
(vii) The Company shall have the right to withdraw the offering
described above if the price to the public would imply a value for the Initial
Shares of less than $150 million. If the offering is so withdrawn, Seller shall
have one additional right to initiate the process described in this paragraph
(B) by delivering an opinion of an Appraiser pursuant to subparagraph (i) above;
provided that such opinion is not delivered earlier than 180 days after the date
- --------
of such withdrawal.
(viii) If the IPO resulting from Seller's exercise of its
registration rights pursuant to subparagraph (v) above is consummated but the
Contingent Payment is not earned because the price to the public does not imply
the Target Value for the Initial Shares, the Seller shall continue to be
eligible to receive the Contingent Payment pursuant to paragraphs (C) or (D)
below.
<PAGE>
11
(C) Cash Flow Test. (i) If the cumulative EBITDA of the Company and
---------------
its consolidated subsidiaries for any period commencing on April 1, 1996, and
ending on a date on or prior to March 31, 1999, is equal to or greater than
$129,250,000, and the Company has not previously made the Contingent Payment in
cash or stock to Seller in accordance with the provisions hereof, then the
Company shall pay to Seller the Contingent Payment in immediately available
funds within 90 days after the end of such period; provided, however, that if on
-------- -------
such payment date the Company is subject to a Prohibition, the Company may, to
the extent the Company is thereby prohibited from paying the Contingent Payment
in cash, make that portion of the Contingent Payment that it is prohibited from
paying in cash in the form of shares of Common Stock (valued for this purpose at
the Market Value thereof on the payment date); provided further, however, that
-------- ------- -------
Seller shall have the right to elect to receive all or a portion of the
Contingent Payment in the form of shares of Common Stock rather than cash
pursuant to subparagraph (ii) below.
(ii) Seller shall have the right, exercisable at any time during a 10
business day period commencing on the date of receipt by Seller of a CFO's
Certificate (as defined in subparagraph (v)) showing that the Contingent Payment
is payable, to deliver a notice to the Company that it elects to receive all or
a portion of the Contingent Payment in the form of shares of Common Stock (an
"EBITDA Test Stock Notice"). If Seller delivers an EBITDA Test Stock Notice
within such 10 business day period, then the Company shall issue shares of
Common Stock to Seller in an amount equal to $20,000,000, minus the amount of
the Contingent Payment not requested to be paid in shares of Common Stock by
Seller, with the number of shares to be issued to be determined based on the
Market Value, and shall make the amount of the Contingent Payment not requested
to be paid in shares of Common Stock in cash (subject to the provisions of
subparagraph (i)), in each case within 45 days after determination of the Market
Value. If Seller fails to deliver an EBITDA Test Stock Notice within such 10
business day period or if Seller notifies the Company within such 10 business
day period that it will not deliver an EBITDA Test Stock Notice, then the
Company shall make the Contingent Payment in cash to Seller pursuant to
subparagraph (i) above.
(iii) If the Company pays all or any portion of the Contingent Payment
in the form of shares of Common
<PAGE>
12
Stock pursuant to subparagraph (i) above as a result of a Prohibition, then
Seller shall have the right, for a period of 30 days following the issuance of
such shares to Seller, to initiate the exercise of the demand registration
rights provided for in Section 2 of the Registration Rights Agreement.
(iv) If Seller exercises its registration rights pursuant to
subparagraph (iii), the Company shall have the right to withdraw the resulting
offering if the price to the public would imply a value for the Initial Shares
of less than $150 million. If the offering is so withdrawn, Seller shall have
one additional right to accelerate the exercisability of its registration rights
pursuant to subparagraph (iii) above; provided that such exercise is not
--------
requested earlier than 180 days after the date of such withdrawal.
(v) During the Base Period, the Company shall maintain its accounting
books and records for purpose of tracking EBITDA for purposes of this provision
in accordance with GAAP applied in a manner consistent with the Company's pre-
Closing Date practices. Without limiting the generality of the foregoing,
Seller and the Company agree that, without Seller's consent for purposes hereof,
no changes shall be made in any reserve or other account, and no special charges
shall be taken, except as a result of specific events or developments occurring
after the Closing Date, and in such event, only in a manner consistent with GAAP
and past practices. The Company shall deliver to Seller within 90 days after
the end of each fiscal year the Company's audited consolidated financial
statements, together with a written audit report certified by the Company's
independent certified public accountants (the "Company's Auditors"), which audit
report shall also set forth the cumulative EBITDA from April 1, 1996 to the end
of the fiscal year then ended and the calculations used in the deriving of the
foregoing. The Company shall deliver to Seller together with the audited
financial statements a certificate of the chief financial officer of the Company
stating that such statements have been prepared in accordance with GAAP applied
on a basis consistent with the March 31, 1996 Company Financial Statements and
setting forth the cumulative EBITDA amount from April 1, 1996 to the end of the
fiscal year then ended (the "CFO's Certificate"). In addition, the Company
shall use its reasonable best efforts to cause the Company's Auditors to deliver
to Seller the work papers used in preparation of the information set forth
<PAGE>
13
above in sufficient detail to enable Seller to verify the information set forth
above subject to Seller's execution of customary access letters required by the
Company's Auditors.
The Company shall use its reasonable best efforts to cause the
Company's Auditors to make all of its work papers and other relevant documents
in connection with such audit and calculations available to Seller and any
independent accounting firm chosen by Seller, and shall make the persons in
charge of the auditor available for reasonable inquiry by Seller and such
accounting firm, subject to execution of customary access letters required by
the Company's Auditors. If Seller notifies the Company in writing that it does
not agree to any item set forth in such audit report, and identifies with
reasonable specificity the items in such report that it wishes to dispute,
within 30 business days after the delivery of such audit report, Seller and the
Company shall promptly select an additional nationally recognized independent
public accounting firm (the "Additional Auditor") to conduct such additional
review as is necessary to resolve the disputed items identified in such notice.
The determination of such Additional Auditor, which shall be completed as
promptly as practicable following such selection, shall be confirmed in writing
to, and shall be final and binding on, the Company and Seller for purposes
hereof.
(D) Trigger Event. (i) If at any time during the Base Period a
--------------
Trigger Event occurs, then the Company shall make the Contingent Payment in cash
to Seller within 45 days after the Trigger Event Date; provided, however, that
-------- -------
if the Company is subject to a Prohibition on the Trigger Event Date, the
Company may, to the extent the Company is thereby prohibited from paying the
Contingent Payment in cash, make that portion of the Contingent Payment that it
is prohibited from paying in cash in the form of shares of Common Stock (valued
for this purpose at the Market Value on the date of issuance).
(ii) If the Company pays all or any portion of the Contingent Payment
in the form of shares of Common Stock pursuant to subparagraph (i) above as a
result of a Prohibition, then Seller shall have the right, for a period of 30
days following the issuance of such shares to Seller, to initiate exercise of
the demand registration rights provided for in Section 2 of the Registration
Rights Agreement.
<PAGE>
14
(iii) If Seller exercises its registration rights pursuant to
subparagraph (ii), the Company shall have the right to withdraw the resulting
offering if the price to the public would imply a value for the Initial Shares
of less than $150 million. If the offering is so withdrawn, Seller shall have
one additional right to accelerate the exercisability of its registration rights
pursuant to subparagraph (ii); provided that such exercise is not requested
--------
earlier than 180 days after the date of such withdrawal.
(E) Prohibition Condition. (i) Notwithstanding anything to the
----------------------
contrary in this Section 1(c), the Company shall not have the right to make all
or any portion of a Contingent Payment required to be made hereunder in the form
of shares of Common Stock as a result of a Prohibition unless the Company shall
have used its reasonable best efforts, in light of the then existing
circumstances, to remove the applicable Prohibition.
(ii) The Company shall use its reasonable best efforts to ensure that
any debt securities issued in connection with the contemplated refinancing of
the Company's bank indebtedness will not contain a Prohibition. If,
notwithstanding the foregoing, such securities include a Prohibition, the
Company shall use its reasonable best efforts not to utilize any available
basket or exception contained in such Prohibition for any purpose other than the
making of the Contingent Payment.
(F) Assignment. Seller may assign, distribute or transfer its rights
-----------
under this Section 1(c) in whole or in part and Seller's rights under this
Section 1(c) shall not be contingent upon Seller's continued ownership of any or
all of the Retained Shares; provided, however, that in the case of multiple
-------- -------
contemporaneous assignees, distributees or transferees, one agent shall be
designated by such assignees, distributees or transferees who shall be
authorized to act on behalf of all such persons and that the act of assignees,
distributees or transferees (or the agent on their behalf) representing a
majority of Seller's interests hereunder shall be deemed to be the act of the
"Seller" hereunder and; provided, further, however, that any assignee,
-------- ------- -------
distributee or transferee shall take its interests subject to the Pledge
Agreement and the Stockholders' Agreement. Seller's rights under this Section
1(c) constitute part of the Redemption Price.
<PAGE>
15
(G) Shares. Any shares of Common Stock issued by the Company to
-------
Seller pursuant to this Section 1(c) shall be duly authorized, validly issued,
fully paid and nonassessable and shall be issued and delivered to Seller free
and clear of all preemptive rights, liens, claims and encumbrances (other than
the lien of the Pledge Agreement).
(H) Access; Expenses. The Company shall cooperate with Seller, any
-----------------
Appraiser appointed by Seller, any Appraiser appointed by the Company and any
Third Appraiser so as to enable the Appraisers to deliver their respective
opinions required under any provision of this Section 1(c), including by giving
Seller and the Appraisers reasonable access, during normal business hours and
upon reasonable notice, to the personnel, properties, books and records
(including management's budgets and forecasts) of the Company and each
Subsidiary, subject to reasonable and customary confidentiality arrangements.
The Company shall reimburse the reasonable out-of-pocket costs of the Seller's
Appraiser upon demand in connection with the procedures described in paragraph
(B). The Company shall pay the fees, if any, and expenses of the Company's
Appraiser and the Third Appraiser in connection with the procedures described in
paragraph (B). The Company shall pay the fees, if any, and expenses of each
Appraiser in connection with the procedures described in paragraphs (C) and (D).
The Company shall pay the fees and expenses of the Company's Auditors and the
Additional Auditor in connection with paragraph (D) hereof. In addition, the
Company will agree to indemnify the Appraisers in accordance with customary
indemnification agreements.
(I) Dispositions. During the Base Period, the Company shall not
-------------
enter into any transaction that would constitute a Disposition (as defined
below) but that would not constitute a Trigger Event unless the Company, if it
is the surviving corporation of such Disposition, the person formed by such
consolidation or into which the Company is merged or the person that acquires
all or substantially all of the properties and assets of the Company, shall
expressly assume the obligations of the Company under this Section 1(c), which
obligations shall be equitably adjusted, if necessary, to preserve the benefits
intended to be conveyed to Seller under this Section 1(c) such that, as
determined by resolution of the Company's Board of Directors prior to the
consummation of such Disposition, the consummation of the Disposition shall not
adversely affect the interests of the Seller hereunder. As used herein,
<PAGE>
16
"Disposition" means (i) a merger, consolidation or other business combination
-----------
involving the Company as a result of which no shares of Common Stock remain
outstanding, (ii) a sale, transfer or other disposition, in one or a series of
transactions, of all or substantially all the assets of the Company, (iii) a
reclassification of Common Stock as any other capital stock of the Company or
any other person or (iv) a liquidation of the Company. Notwithstanding anything
to the contrary in this Section 1(c), the provisions contained in this Section
1(c) shall terminate upon any foreclosure of the Retained Shares pursuant to the
provisions of the Pledge Agreement.
(J) Transactions with Affiliates. During the Base Period, except as
-----------------------------
expressly contemplated herein or in any agreement executed in connection
herewith, neither the Company nor any Subsidiary shall enter into any contract
or other arrangement with, issue any security to, or make any investment in, any
Affiliate of the Company, unless:
(i) the terms of such contract, arrangement, security or investment
are (A) set forth in writing and (B) at least as favorable to the Company or
such Subsidiary as terms that would be obtainable at the time for a comparable
transaction or series of similar transactions in arm's-length dealings with an
unrelated third person or, if such standard would not be relevant, are otherwise
fair to the Company or such Subsidiary; and
(ii) to the extent that such contract, arrangement, security or
investment is known by the Board of Directors of the Company or such Subsidiary
to involve an Affiliate of the Company, then:
(A) with respect to a transaction or series of related transactions
involving aggregate pay ments or other consideration in excess of $50,000,
such transaction or series of related transactions has been determined to
satisfy the requirements of clause (i)(B) above by a majority of those
members of the Board of Directors of the Company or such Subsidiary having
no personal stake in such transaction or series of transactions; and
(B) with respect to a transaction or series of related transactions
involving aggregate payments or other consideration in excess of
<PAGE>
17
$1,000,000, such transaction or series of related transactions has been
determined, in the written opinion of a nationally recognized investment
banking firm to be fair, from a financial point of view, to the Company or
such Subsidiary.
Notwithstanding the foregoing, the issuance by the Company of its
Junior Preferred Stock and the payment of fees and expenses in connection
therewith in accordance with the terms set forth in the term sheet set forth in
Exhibit G hereto and the execution, delivery and/or issuance of employment
contracts and employee stock options in the ordinary course of business shall be
deemed to satisfy the requirements of this Section 1(c)(J). Notwithstanding
anything to the contrary herein, the foregoing requirements of this paragraph
(J) shall not apply to any sale of the Company, by merger or otherwise, in
connection with a foreclosure pursuant to the Pledge Agreement, so long as such
sale has been determined, by a nationally recognized investment banking firm, to
be fair, from a financial point of view, to the Company's stockholders.
2. Closing. (a) The closing of the Transactions (the "Closing")
--------
shall take place at the offices of Cravath, Swaine & Moore, 825 Eighth Avenue,
New York, New York, or such other place as the Parties may mutually agree (the
"Closing Place") on the day (the "Closing Date") which is the first business day
following the satisfaction or waiver by the affected Party of each condition to
the obligations of the Parties to this Agreement.
(b) At the Closing, the following actions shall take place in the
order indicated:
(i) Buyers shall pay the Purchase Price to the Company by wire
transfer of immediately available funds and the Company shall issue the Acquired
Shares to the Buyers;
(ii) the Company shall, along with Seller and Buyers, enter into a
Stockholders' Agreement in the form attached hereto as Exhibit B and the
Registration Rights Agreement attached hereto as Exhibit C;
(iii) Seller shall obtain and deliver the resignation of all
directors of the Company then serving in office;
<PAGE>
18
(iv) the Board of Directors of the Company shall be reconstituted in
accordance with the provisions of the Stockholders' Agreement and shall cause
the Company to consummate the Borrowings on such terms and conditions as the
Buyers shall determine in their sole discretion; and
(v) the Company shall redeem the Redeemed Shares as provided in
Section 3 below and shall pay to Seller the Redemption Price by wire transfer of
immediately available funds.
(c) At the Closing, Seller shall deliver to Buyers or Seller shall
cause the Company to deliver to Buyers, as applicable:
(i) one copy of the resolutions adopted by the Board of Directors of
Seller, authorizing the Transactions certified by appropriate authorized
officers of the Seller;
(ii) one copy of the resolutions adopted by the Board of Directors of
the Company authorizing the Transactions, certified by appropriate authorized
officers of the Company;
(iii) evidence of the action taken by the Seller as the sole holder of
Common Stock authorizing the Transactions, certified by appropriate authorized
officers of the Company;
(iv) the duly executed stock certificates representing the Acquired
Shares registered in the name of the Buyers; and
(v) certification to the effect that the Company is not a "U.S. real
property holding corporation" as defined in Section 897 of the Internal Revenue
Code of 1986, as amended (the "Code").
(d) At the Closing, Buyers shall deliver or cause to be delivered
to Seller:
(i) one copy of the resolutions adopted by the general partners, or
general manager, as the case may be, of Buyers authorizing the Transactions
certified by appropriate authorized officers of Buyers; and
<PAGE>
19
(ii) a waiver and release, in substantially the form of Exhibit D,
from the Lenders pursuant to which the Lenders shall agree that Seller and its
officers, directors and stockholders shall have no liability to the Lenders to
the extent that the Transactions, or any portion thereof, are alleged or deemed
to constitute a fraudulent conveyance or transfer; provided, however, that the
-------- -------
Board of Directors and the Lenders shall have received an appropriate opinion in
customary form from a firm with recognized expertise in valuation to be selected
and obtained by Buyers on the basis of which the Board of Directors may conclude
that the Redemption Price does not exceed the available surplus of the Company
and to the effect that the Company is solvent after giving effect to the
Transactions.
(e) At the Closing, Seller shall deliver to the Company the
certificates representing the Redeemed Shares, duly endorsed in blank or
accompanied by stock transfer powers in proper form for transfer and duly
endorsed in blank and the certificates representing the Redeemed Shares shall
immediately be cancelled by the Company.
(f) At the Closing, Buyers shall deliver to Bankers Trust Company, a
New York corporation, as Escrow Agent (the "Escrow Agent") by wire transfer of
immediately available funds to the account specified in the Escrow Agreement (as
defined in Section 3(a)(iv)) an amount equal to $15,000,000 of the amount to be
paid to the Seller in the Redemption (the "Escrowed Amount").
3. Conditions to Closing. (a) Buyers' Obligation. The obligation
---------------------- -------------------
of Buyers to consummate the Transactions is subject to the satisfaction (or
waiver by Buyers) as of the Closing of the following conditions:
(i) The representations and warranties of Seller made in this
Agreement shall be true and correct in all material respects on and as of such
time, except for representations and warranties that are expressly made as of a
specific date (in which case such representations and warranties shall be true
and correct on and as of such specific date). Seller shall have performed or
complied in all material respects with all obligations and covenants required by
this Agreement to be performed or complied with by Seller by the time of the
Closing. Seller shall have delivered to Buyers a certificate dated the Closing
Date and
<PAGE>
20
signed by an authorized officer of Seller confirming the foregoing.
(ii) No temporary restraining order, preliminary or permanent
injunction or other order entered, promulgated or issued by any U.S. or U.K.
federal, state or local government or any court of competent jurisdiction,
administrative agency or commission or other governmental authority or
instrumentality (a "Governmental Entity") preventing the consummation of the
Transactions shall be in effect.
(iii) The waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (the "HSR Act"), shall have expired or been terminated.
(iv) An escrow agreement substantially in the form of Exhibit E (the
"Escrow Agreement") shall have been duly executed and delivered by each of the
Escrow Agent, Buyers and Seller.
(v) Seller shall cause to be delivered to Buyers opinions of counsel
to the Company and Seller to the effect set forth in Exhibit F in form
reasonably acceptable to Buyers, on which the Lenders may rely, and to deliver
to the Lenders such further customary opinions of counsel as they shall require
in connection with the Borrowings.
(vi) Buyers shall have received a letter from Arthur Andersen & Co.
dated the Closing Date and addressed to the Buyers to the effect that the
Transactions will qualify for leveraged recapitalization accounting treatment
and will not be accounted for as a purchase.
(vii) The conditions set forth in each of the commitment letters
(including each annex or exhibit thereto) attached hereto as Exhibit G shall
have been satisfied.
(b) Seller's Obligation. The obligation of Seller to consummate the
--------------------
Transactions is subject to the satisfaction (or waiver by Seller) as of the
Closing of the following conditions:
(i) The representations and warranties of Buyers made in this
Agreement shall be true and correct in all
<PAGE>
21
material respects on and as of the time of the Closing as though made as of such
time except for representations and warranties that are expressly made as of a
specific date (in which case such representations and warranties shall be true
and correct in all material respects on and as of such specific date). Buyers
shall have performed or complied in all material respects with all obligations
and covenants required by this Agreement to be performed or complied with by
Buyers by the time of the Closing. Buyers shall have delivered to Seller a
certificate dated the Closing Date and signed by an authorized officer of Buyers
confirming the foregoing.
(ii) No temporary restraining order, preliminary or permanent
injunction or other order entered, promulgated or issued by any Governmental
Entity preventing the consummation of the Transactions shall be in effect.
(iii) The waiting period under the HSR Act shall have expired or
been terminated.
(c) Frustration of Closing Conditions. Neither Buyers nor Seller may
----------------------------------
rely on the failure of any condition set forth in Section 3(a) or 3(b),
respectively, or in Section 2, to be satisfied if such failure was caused by
such party's failure to act in good faith or to use its reasonable best efforts
to cause the Closing to occur, as required by Section 8(d).
4. Representations and Warranties of Seller. Seller hereby
-----------------------------------------
represents and warrants to Buyers as follows:
(a) Authority. Each of the Seller and the Company is a corporation
----------
duly organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation. Each of Seller and the Company has all requisite
corporate power and authority to enter into this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated hereby.
All corporate acts and other proceedings required to be taken by Seller or the
Company to authorize the execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby have been duly and
properly taken. This Agreement has been duly executed and delivered by each of
Seller and the Company and constitutes a legal, valid and binding obligation of
Seller and the
<PAGE>
22
Company, enforceable against Seller and the Company in accordance with its
terms.
(b) No Conflicts; Consent. Except as set forth on Schedule 4(b)(i),
----------------------
the execution and delivery of this Agreement by each of Seller and the Company
do not, and the consummation of the transactions contemplated hereby and
compliance with the terms hereof will not, conflict with, or result in any
violation of or default (with or without notice or lapse of time, or both)
under, or give rise to a right of termination, cancellation or acceleration of
any obligation or to loss of a material benefit under, or result in the creation
of any lien, claim, encumbrance of security interest of any kind upon any of the
properties or assets of Seller or the Company or any Subsidiary under, any
provision of (i) the Certificate of Incorporation or By-laws, or the comparable
governing instruments, of Seller, the Company or any Subsidiary, (ii) any
judgment, order or decree, or material statute, law, ordinance, rule or
regulation applicable to Seller, the Company or any Subsidiary or their
respective properties or assets, other than such as in the aggregate, would not
have a material adverse effect on the business, financial condition, material
existing agreements and relationships or results of operations of the Company
and the Subsidiaries, taken as a whole (a "Material Adverse Effect") or (iii)
any agreement or any obligation that provides for aggregate further payments to
the Company and its subsidiaries of $500,000 or more as listed in Schedule 4(l)
and the Company's lease as listed in Schedule 4(j) to which Seller, the Company
or any Subsidiary is a party or by which any of their respective assets are
bound. Except as set forth on Schedule 4(b)(i), no material consent, approval,
license, permit, order or authorization of, or registration, declaration or
filing with, any Foreign or Domestic Governmental Entity, as defined in Section
4(p), is required to be obtained or made by or with respect to Seller, the
Company or any Subsidiary in connection with either the execution and delivery
of this Agreement or the consummation of the transactions contemplated hereby,
other than (i) compliance with and filings under the HSR Act, if applicable, and
(ii) those that may be required solely by reason of Buyers' participation in the
transactions contemplated hereby; provided, however, that, except as provided in
the second to last sentence in this paragraph, no representation is made as to
the requirement to obtain any material consent, approval, license, permit, order
or authorization of, or registration, declaration or filing with any Foreign or
Domestic Governmental Entity by or with
<PAGE>
23
respect to Seller, the Company or any Subsidiary in connection with the
Contracts listed on the Schedules hereto or any other contract entered into in
the ordinary course of business. Buyers acknowledge that, except as otherwise
represented hereby, certain consents and waivers with respect to the
transactions contemplated by this Agreement may be required from parties to the
Contracts listed on the Schedules hereto and that such consents and waivers have
not been obtained. To the best of Seller's knowledge, no material consent,
approval, license, permit, order or authorization of, or registration,
declaration or filing with any foreign governmental entity is required to be
obtained or made by or with respect to Seller, the Company or any Subsidiary in
connection with either the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby with respect to, in either
case, any foreign government contract to which any of them is a party that
provides for aggregate further payments to the Company and its Subsidiaries of
$500,000 or more as listed on Schedule 4(l)13. The term "Subsidiary" means each
entity listed in Schedule 4(b)(ii).
(c) The Shares. Seller has good and valid title to the Seller
-----------
Shares, free and clear of any liens, claims, encumbrances or other restrictions
of any kind. The Acquired Shares, when issued and delivered at the Closing in
accordance herewith, shall be duly authorized, fully paid and nonassessable and
shall be sold and delivered to Buyers free and clear of all preemptive rights,
liens, claims and encumbrances, except for such rights, liens, claims and
encumbrances that arise as a result of actions of the Buyers.
(d) Organization and Standing; Books and Records. Each of the
---------------------------------------------
Subsidiaries is a corporation duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation, which jurisdiction
is set forth in Schedule 4(d). Each of the Company and the Subsidiaries has
full corporate power and authority and possesses all governmental franchises,
licenses, permits, authorizations and approvals necessary to enable it to own,
lease or otherwise hold its properties and assets and to carry on its business
as presently conducted, other than such the lack of which would not have a
Material Adverse Effect. Each of the Company and the Subsidiaries is duly
qualified and in good standing to do business as a foreign corporation in each
jurisdiction in which the conduct or nature of its business or the ownership,
leasing or holding
<PAGE>
24
of its properties makes such qualification necessary, except such jurisdictions
where the failure to be so qualified or in good standing would not have a
Material Adverse Effect.
Seller has prior to the execution of this Agreement delivered to
Buyers true and complete copies of the Certificate of Incorporation and By-laws
or the comparable governing instruments, each as amended to date, of the Company
and of each Subsidiary. The stock certificate and transfer books and the minute
books of the Company and each Subsidiary (which have been made available for
inspection by Buyers prior to the date hereof) are true and complete.
(e) Capital Stock of the Company and the Subsidiaries. The
--------------------------------------------------
authorized capital stock of the Company on the Closing Date will consist of
10,000,000 shares of Common Stock, of which the 3,000,000 Seller Shares will be
duly authorized, validly issued, outstanding and fully paid and nonassessable.
Seller is the record and beneficial owner of the Seller Shares. Except for the
Seller Shares, no shares of capital stock or other equity securities of the
Company are or will be outstanding prior to and on the Closing Date. Schedule
4(e) sets forth for each Subsidiary the amount of its authorized capital stock,
the amount of its outstanding capital stock and the record and beneficial owners
of its outstanding capital stock. All the outstanding shares of capital stock
of each Subsidiary have been duly authorized and validly issued and are fully
paid and nonassessable. The Company is the record and beneficial owner of the
capital stock of each Subsidiary, free and clear of any liens, claims, or
encumbrances or other restrictions of any kind. Except as set forth in Schedule
4(e), there are no shares of capital stock or other equity securities of any
Subsidiary outstanding. Neither the Seller Shares nor any shares of capital
stock of any Subsidiary have been issued in violation of, and none of the Seller
Shares or such shares of capital stock are subject to, any purchase option,
call, right of first refusal, preemptive, subscription or similar rights under
any provision of applicable law, the Certificate of Incorporation or By-laws of
the Company or the comparable governing instruments of any Subsidiary or any
contract, agreement or instrument to which the Seller, the Company or any
Subsidiary is subject, bound or a party or otherwise. The Seller Shares are not
subject to any purchase option, call, right of first refusal, preemptive or
similar rights under any provision of applicable law, the Certificate of
<PAGE>
25
Incorporation or By-laws of the Company or any Subsidiary, any contract,
agreement or instrument to which the Company or any Subsidiary is subject or
bound. There are no options, rights, warrants or other commitments (other than
pursuant to this Agreement and the financing contemplated hereby) pursuant to
which the Seller, the Company or any Subsidiary is or may become obligated to
issue any shares of capital stock or other securities of the Company or any
Subsidiary. Except as set forth in Schedule 4(e), there are no outstanding debt
securities having the right to vote on any matters on which stockholders of the
Company or any Subsidiary may vote.
(f) Equity Interests. Except for the Subsidiaries and as set forth
-----------------
in Schedule 4(f), the Company does not directly or indirectly own any capital
stock of or other equity interests in any corporation, partnership or other
person and neither the Company nor any of the Subsidiaries is a member of or
participant in any partnership, joint venture or similar person.
(g) Financial Statements; Undisclosed Liabilities. (i) Schedule
----------------------------------------------
4(g) sets forth the audited consolidated balance sheets of the Seller (the
"Seller Balance Sheet") and the Company (the "Company Balance Sheet"), in each
case as of March 31, 1996, and the related consolidated statements of income and
cash flows of the Seller (together with the Seller Balance Sheet, the "Seller
Financial Statements") and the Company (together with the Company Balance sheet,
the "Company Financial Statements", the Seller Financial Statements and the
Company Financial Statements are referred to collectively as the "Financial
Statements") for the year ended March 31, 1996. The Financial Statements have
been prepared in conformity with generally accepted accounting principles
consistently applied and on that basis fairly present the consolidated financial
condition, results of operations and cash flows of the Seller and the Company,
respectively, as of the respective dates thereof and for the respective periods
indicated.
(ii) The Company and the Subsidiaries do not have any liability,
contingent or otherwise, in excess of $500,000 and do not have any material
liabilities, contingent or otherwise, or material obligations required by United
States generally accepted accounting principles to be set forth on a
consolidated balance sheet of the Company, except (1) as disclosed, reflected or
reserved against in
<PAGE>
26
the Seller Balance Sheet, (2) for items set forth in Schedule 4(g), and (3) for
liabilities and obligations incurred in the ordinary course of business
consistent with past practice since the date of the Seller Balance Sheet and not
in violation of this Agreement.
(h) Taxes. (i) For purposes of this Agreement, (A) "Tax" or "Taxes"
------
shall mean all Federal, state, local and foreign taxes and assessments,
including all interest, penalties and additions imposed with respect to such
amounts and (B) "Pre-Closing Tax Period" shall mean all taxable periods ending
on or before the Closing Date and the portion ending on the Closing Date of any
taxable period that includes (but does not end on) such day.
(ii) Except as set forth in Schedule 4(h), (A) the Company and each of
the Subsidiaries has filed or caused to be filed in a timely manner (within any
applicable extension periods) all material Tax returns, reports and forms
required to be filed under any, applicable federal, state, local or foreign tax
laws and all such tax returns are complete and accurate in all material respects
and disclose all Taxes required to be paid in respect of the Company and all
Subsidiaries, (B) all Taxes shown to be due on such returns, reports and forms
have been timely paid in full or will be timely paid in full by the due date
thereof, (C) no material tax liens have been filed, (D) there is no action,
suit, investigation, audit, claim or assessment pending or proposed or
threatened with respect to Taxes of the Company or the Subsidiaries, (E) there
are no current arrangements that will obligate the Buyers, the Company or any
Subsidiary to make a payment to an individual that would be a "parachute
payment" to a "disqualified individual" as those terms are defined in Section
280G of the Internal Revenue Code, without regards to whether such payment is
reasonable compensation for personal services performed or to be performed in
the future, (F) all monies required to be withheld by the Company or the
Subsidiaries from employees for income Taxes and social security Taxes and other
payroll Taxes (including amounts of similar character as required under the laws
of the United Kingdom) have been collected or withheld, and either paid to the
respective taxing authorities, set aside in accounts for such purpose, or
accrued, reserved against and entered upon the books of the Company and the
Subsidiaries, as applicable, and (G) none of the Company or its Subsidiaries
have made a dividend distribution to the Seller.
<PAGE>
27
No extension by the Company of the statute of limitation with respect
to the Federal income tax returns of the Company for any taxable year through
the year ended March 31, 1992 is currently in effect and the Federal income tax
return of the Company is being examined by the Internal Revenue Service for the
taxable year ended March 31, 1993. Except as disclosed in the preceding
sentence, no examination of the tax returns of the Company or any Subsidiary are
currently being conducted by any other relevant taxing authority. All
deficiencies resulting from examinations by the Internal Revenue Service or any
other relevant taxing authority have either been paid or adequately provided
for.
(iii) Except as set forth in Schedule 4(h), there are no outstanding
agreements or waivers extending the statutory period of limitation applicable to
any material tax returns required to be filed with respect to the Company or any
of the Subsidiaries and neither the Company nor any of the Subsidiaries, has
requested any extension of time within which to file any material tax return,
which return has not yet been filed.
(i) Assets Other than Real Property Interests. The Company or a
------------------------------------------
Subsidiary has good and valid title to all material assets (other than real
property and Seller's Shares) reflected on the Seller Balance Sheet or
thereafter acquired, except those sold or otherwise disposed of since the date
of the Seller Balance Sheet in the ordinary course of business consistent with
past practice and not in violation of this Agreement, in each case free and
clear of all mortgages, liens and encumbrances of any kind except (i) such as
are set forth in Schedule 4(i), (ii) mechanics' and other like liens arising or
incurred in the ordinary course of business, liens arising under original
purchase price conditional sales contracts and equipment leases for office
equipment providing for payments in each instance of less than $25,000 with
third parties entered into in the ordinary course of business and liens for
Taxes that are not due and payable or that may thereafter be paid without
penalty, (iii) mortgages, liens, security interests and encumbrances that secure
the Company working capital facility which is undrawn (except for letters of
credit in the aggregate face amount of $725,338) as of the date hereof, (iv)
other imperfections of title or encumbrances, if any, that do not materially
impair the continued use and operation or value of the assets to which they
relate in the business of the Company and the Subsidiaries, taken as a
<PAGE>
28
whole, as presently conducted (the mortgages, liens, encumbrances and
imperfections of title described in clauses (ii), (iii) and (iv) above are
hereinafter referred to collectively as "Permitted Liens").
(j) Title to Real Property. Schedule 4(j) sets forth a brief
-----------------------
description of real property owned in fee by the Company and the Subsidiaries
(individually, an "Owned Property") and sets forth a list of real property
leased by the Company or a Subsidiary (individually, a "Leased Property"). The
Company or a Subsidiary has (i) good and insurable fee title to such Owned
Property and (ii) good and valid title to leasehold estates in such Leased
Property, in each case free and clear of all mortgages or liens, except (A) such
as are set forth in Schedule 4(j), (B) leases, subleases and similar agreements
set forth in Schedule 4(l) (or not required to be so listed), (C) Permitted
Liens, (D) easements, covenants, rights-of-way and other similar restrictions of
record, (E) any conditions that may be shown by a current, accurate survey or
physical inspection made prior to Closing and (F) (I) zoning, building and other
similar restrictions, (II) mortgages, liens, security interests, encumbrances,
easements, covenants, rights-of-way and other similar restrictions that have
been placed by any developer, landlord or other third party on property over
which the Company or any Subsidiary has easement rights or on any leased
property and subordination or similar agreements relating thereto, and (III)
unrecorded easements, covenants, rights-of-way and other similar restrictions,
none of which items set forth in clauses (I), (II) and (III) materially impair
the continued use and operation or value of the property to which they relate in
the business of the Company and the Subsidiaries, taken as a whole, as presently
conducted.
(k) Intellectual Property. Schedule 4(k) sets forth a brief
----------------------
description of all the material software that has been approved for external
distribution in accordance with the quality assurance procedures of the Company
and a true and complete list of all patents, trademarks, trade names, service
marks and copyrights and registrations and applications therefor (collectively,
including the software, "Intellectual Property"), owned, used, filed by or
licensed to the Company or any of the Subsidiaries. With respect to registered
or applied for trademarks, copyrights and patents, Schedule 4(k) sets forth a
list of all jurisdictions in which such trademarks, copyrights and patents are
registered or applied for and application serial
<PAGE>
29
numbers. Except as set forth in Schedule 4(k) and except for agreements
relating to shrink-wrapped computer software licensed to the Company in the
ordinary course of business, the Company or one of the Subsidiaries owns, and
the Company and the Subsidiaries have the perpetual, royalty-free right, free
and clear of any encumbrances, liens, security interests or pledges to use,
execute, reproduce, display, perform, modify, enhance, distribute, prepare
derivative works of and sublicense, without payment to any other person, all
Intellectual Property listed in Schedule 4(k) and the consummation of the
transactions contemplated hereby will not conflict with, alter or impair any
such rights. Except for non-exclusive rights as customarily provided to its
customers, in the ordinary course of business and except for the U.S. Government
Department of Defense's "limited rights" in technical data and "restricted
rights" in computer software, neither the Company nor any of the Subsidiaries
has granted any options, licenses or agreements of any kind relating to
Intellectual Property listed in Schedule 4(k). No claims are pending, and to
the knowledge of Seller, none have been asserted, as of the date of this
Agreement against the Company or any Subsidiary by any person with respect to
the ownership, validity, enforceability, effectiveness or use of any
Intellectual Property. Except as described in Schedule 4(k)(7), to Seller's
knowledge no claims of infringement of any copyright, trademark, service mark,
trade name, patent, patent right, trade secret or other property right of any
other Person are pending, and none have been asserted, as of the date of this
Agreement as against the Intellectual Property. Except as disclosed on Schedule
--------
4(k), (i) neither the Company nor any of the Subsidiaries are in breach of any
- ----
material provision of any, license, sublicense, or other agreement which relates
to any of the Intellectual Property, and neither the Company nor any of the
Subsidiaries have taken any action which would impair or otherwise adversely
affect its rights in any of the Intellectual Property. The Intellectual
Property, as set forth in Schedule 4(k), is valid and enforceable, except that,
with respect to the applications to register any unregistered Intellectual
Property as described in Schedule 4(k) (but not with respect to the underlying
Intellectual Property rights that are the subject of such applications), Seller
only represents and warrants that such applications are pending and in good
standing all without challenge of any kind. The Intellectual Property listed in
Schedule 4(k) has been maintained in confidence in accordance with protection
procedures customarily used to protect rights of like
<PAGE>
30
importance. To the best of the Company's knowledge and belief, all former and
current members of management and key personnel of the Company or any of the
Subsidiaries, including all former and current employees, agents, consultants
and independent contractors who have contributed to or participated in the
conception and development of software or other Intellectual Property for the
FATS II, FX, III, L.E. and IV listed in Schedule 4(k) (collectively,
"Personnel"), have executed and delivered to the Company or such Subsidiary a
proprietary information agreement restricting such person's right to disclose
proprietary information of the Company, the Subsidiaries and their respective
clients. No such representation is made with respect to FATS I. All former and
current Personnel, as referenced above, either (i) have been party to a "work-
for-hire" arrangement or agreement with the Company, in accordance with
applicable Federal and state law, that has accorded the Company or a Subsidiary
full, effective, exclusive and original ownership of all tangible and intangible
property thereby arising or (ii) have executed appropriate instruments of
assignment in favor of the Company or a Subsidiary as assignee that have
conveyed to the Company or a Subsidiary full, effective and exclusive ownership
of all tangible and intangible property thereby arising. No former or
current Personnel have any claim against the Company or any of the Subsidiaries
in connection with such person's involvement in the conception and development
of any Intellectual Property and no such claim has been asserted or is
threatened. None of the current officers and employees of the Company or any of
the Subsidiaries have any patents issued or applications pending for any device,
process, design or invention of any kind now used or needed by the Company or
any of the Subsidiaries in the furtherance of its business operations, which
patents or applications have not been assigned to the Company or a Subsidiary,
with such assignment duly recorded in the United States Patent Office.
(l) Contracts. Except as described in Schedule 4(1), neither the
----------
Company nor any Subsidiary is, as of the date of this Agreement, a party to or
bound by any:
(1) material agreement or contract not made in the ordinary course
of business;
(2) employment agreement or employment contract that is not terminable
at will by the Company or the Subsidiary without material cost, including a
<PAGE>
31
transition bonus payable to any employee of the Company in excess of the
individual amounts therefor described in Schedule 4(l)(2);
(3) employee collective bargaining agreement or other contract
with any labor union;
(4) covenant not to compete or confidentiality agreement (other than
pursuant to any software license agreement);
(4A) covenant not to compete in any software license agreement
excluding standard license agreements that may be in effect on shrink-wrapped
software used by the Company in the ordinary course of business;
(5) material agreement or contract with any affiliate, officer,
director or employee of the Company or the Subsidiary (other than employment
agreements covered by clause (2) above);
(6) lease or similar agreement under which the Company or the
Subsidiary is a lessor or sublessor of, or makes available for use by any third
party, any material real property owned or leased by the Company or the
Subsidiary or any portion of premises otherwise occupied by the Company or the
Subsidiary;
(7) (A) lease or similar agreement under which (i) the Company or the
Subsidiary is lessee of, or holds or uses, any machinery, equipment, vehicle or
other tangible personal property owned by a third party or (ii) the Company or
the Subsidiary is a lessor of, or makes available for use by any third party,
any tangible personal property owned by the Company or the Subsidiary, (B)
continuing contract for the future purchase of materials, supplies or equipment
or (C) management, service, consulting or other similar type of contract, in any
such case which has an aggregate future liability in excess of $100,000 and
which is not terminable by the Company or the Subsidiary for a cost of less than
$50,000;
(8) material license or other agreement relating in whole or in part
to (A) patents, trademarks, trade names, service marks or copyrights or (B)
inventions, discoveries, processes, formulae, trade secrets, technology, ideas
or other know-how (including any
<PAGE>
32
license or other agreement under which the Company or the Subsidiary has the
right to use any of the same owned or held by a third party);
(9) agreement or contract under which the Company or the Subsidiary
has borrowed any money (including, without limitation, any interest rate or
foreign currency swap, cap, collar, hedge or similar insurance agreements, or
options or forwards on such agreements, or other similar agreements for the
purpose of managing the interest rate and/or foreign exchange risk associated
with its financing) or issued any note, bond, indenture or other evidence of
indebtedness or directly or indirectly guaranteed indebtedness, liabilities or
obligations of others (other than endorsements for the purpose of collection in
the ordinary course of business);
(10) mortgage, pledge, security agreement, deed of trust or other
document granting a lien (including liens upon properties acquired under
conditional sales, capital leases or other title retention or security devices);
(11) any material consignment, distributor, dealer, manufacturer's
representative, sales agency, advertising representative or advertising or
public relations contract;
(12) any derivative financial instrument or any derivative commodity
instrument; or
(13) other agreement, contract, lease, license, commitment or
instrument to which the Company or the Subsidiary is a party or by or to which
it or any of its assets or business is bound or subject that (A) is material to
the Company or (B) provides for aggregate further payments to the Company and
its Subsidiaries of $250,000 or more.
Except as set forth in Schedule 4(1), all such agreements listed in
such Schedule (collectively, the "Contracts") are valid, binding and in full
force and effect in all material respects. Except as set forth in Schedule
4(1), the Company and the Subsidiaries have performed all material obligations
required to be performed by them to date under the Contracts and they are not in
breach or default in any material respect thereunder and, to
<PAGE>
33
the knowledge of Seller, no other party to any of the Contracts is in breach or
default in any material respect thereunder. All U.S. Department of Defense
Contracts and modifications to such contracts with a face value in excess of
$100,000 have been negotiated, fixed priced agreements, as defined in the
Federal Acquisition Regulations, as amended.
(m) Litigation. Schedule 4(m) sets forth a list as of the date of
-----------
this Agreement of all pending or to the best of Seller's knowledge threatened
litigation, arbitration or other proceeding, against the Company or any
Subsidiary that involves a claim for more than $50,000. Except as set forth in
Schedule 4(m), none of such lawsuits, claims, arbitrations or other proceedings
as to which there is a reasonable possibility of adverse determination would
have, if so determined, a Material Adverse Effect. To the knowledge of Seller,
except as set forth in Schedule 4(m), neither the Company nor any Subsidiary is
a party or subject to or in default under any material judgment, order,
injunction or decree of any Governmental Entity or arbitration tribunal.
(n) Benefit Plans. (i) Schedule 4(n) contains a list of all
--------------
"employee pension benefit plans" (as defined in Section 3(2) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA")) (sometimes
referred to herein as "Pension Plans"), "employee welfare benefit plans" (as
defined in Section 3(1) of ERISA), bonus, stock option, stock purchase, deferred
compensation plans or arrangements and other employee fringe benefit plans (all
the foregoing being herein called "Benefit Plans") maintained, or contributed
to, by Seller, the Company or any Subsidiary for the benefit of any officers or
employees of the Company or any Subsidiary. Seller has made available to Buyers
true, complete and correct copies of (A) each Benefit Plan (or, in the case of
any unwritten Benefit Plans, descriptions thereof), (B) the most recent annual
report on Form 5500 filed with the Internal Revenue Service with respect to each
Benefit Plan (if any such report was required), (C) the most recent summary plan
description for each Benefit Plan for which such a summary plan description is
required and (D) each trust agreement and group annuity contract relating to any
Benefit Plan;
(ii) Each Benefit Plan has been administered in all material respects
in accordance with its terms. The Company and all the Benefit Plans are in
compliance in
<PAGE>
34
all material respects with the applicable provisions of ERISA and the Code.
Except as set forth in Schedule 4(n), all material reports, returns and similar
documents with respect to the Benefit Plans required to be filed with any
Governmental Entity or distributed to any Benefit Plan participant have been
duly and timely filed or distributed. Except as set forth in Schedule 4(n),
there are no lawsuits, actions, termination proceedings or other proceedings
pending, or, to the knowledge of Seller, threatened against or involving any
Benefit Plan and, to the knowledge of Seller, there are no investigations by any
Governmental Entity or other claims (except claims for benefits payable in the
normal operation of the Benefit Plans) pending or threatened against or
involving any Benefit Plan or asserting any rights to benefits under any Benefit
Plan, with respect to which it is likely that Buyers would be liable. Except as
required by law, no Benefit Plan that is an "employee welfare benefit plan" (as
defined above) provides benefits to former employees or their dependents or
beneficiaries after retirement or other termination of employment. Except as
set forth in Schedule 4(n), the consummation of the transactions contemplated by
this Agreement will not increase or accelerate the payment of any compensation
or benefits under a Benefit Plan or otherwise result in any amount becoming
subject to an excise tax under Section 4999 of the Code.
(iii) None of the Company, or any other person or entity that,
together with the Company, is treated as a single employer under Section 414 of
the Code, has incurred any liability to any Company Pension Plan (other than for
contributions not yet due) or to the Pension Benefit Guaranty Corporation (other
than for the payment of premiums not yet due), except for any liabilities that,
individually or in the aggregate, would not have a Material Adverse Effect.
(iv) Except as set forth in Schedule 4(n), neither the Company nor a
Subsidiary is required to contribute to any "multiemployer plan" (as defined in
Section 4001(a)(3) of ERISA) for the benefit of any officers or employees of the
Company and neither the Company nor a Subsidiary has incurred any material
withdrawal liability, within the meaning of Section 4201 of ERISA, with respect
to any such
<PAGE>
35
multiemployer plan, which liability has not been fully paid as of the date
hereof.
(o) Absence of Changes or Events. Except as set forth in Schedule
-----------------------------
4(o), since the date of the Seller Balance Sheet, there has not been either (i)
any material adverse change in the material existing agreements and
relationships, business, financial condition or results of operations of the
Company and the Subsidiaries, taken as a whole, other than changes relating to
the economy in general or the defense, law enforcement or simulations industries
in general and not specifically relating to the Company or a Subsidiary or (ii)
any damage, destruction, loss or claim, whether or not covered by insurance, or
condemnation or other taking that has a Material Adverse Effect on the Company
or the Subsidiaries. Buyers acknowledge that there may have been disruption to
the Company's and the Subsidiaries' business as a result of the announcement by
Seller of its intention to sell the Company (and there may be disruption to the
Company's and the Subsidiaries' business as a result of the execution of this
Agreement and the consummation of the transactions contemplated hereby), and
Buyers agree that such disruptions do not and shall not constitute a breach of
this Section 4(o). Except as set forth in Schedule 4(o), since the date of the
Seller Balance Sheet, Seller has caused the business of the Company and the
Subsidiaries to be conducted in the ordinary course and in substantially the
same manner as previously conducted and has not taken any action that, if taken
after the date of this Agreement, would constitute a breach of any of the
covenants set forth in Section 5(b).
(p) Compliance with Applicable Laws. (i) Except as set forth in
--------------------------------
Schedule 4(p), the Company and the Subsidiaries are in compliance with all
applicable statutes, laws, ordinances, rules, orders and regulations of any
Foreign or Domestic Governmental Entity ("Applicable Laws") including those
relating to occupational health and safety, except for instances of
noncompliance that, in the aggregate, could not reasonably be expected to have a
Material Adverse Effect. Except as set forth in Schedule 4(p), as of the date
of this Agreement none of Seller, the Company or a Subsidiary has received any
written communication during the past three years from a Foreign or Domestic
Governmental Entity that alleges that the Company or a Subsidiary is not in
compliance in any material respect with any Applicable Laws. Except as set
forth in Schedules 4(p)(i) and 4(r), to the knowledge of Seller,
<PAGE>
36
there is no pending or threatened investigation of the Company or a Subsidiary
by any Foreign or Domestic Governmental Entity. This Section 4(p)(i) does not
relate to matters with respect to Taxes, which are the subject of Section 4(h),
or to environmental matters, which are the subject of Section 4(p)(ii).
(ii) Except as set forth in Schedule 4(p)(ii): (A) as of the date of
this Agreement, none of Seller, the Company or any of the Subsidiaries has
received any written communication during the past five years from a Foreign or
Domestic Governmental Entity that alleges that the Company or any of the
Subsidiaries is not in compliance with any Environmental Laws which has not been
resolved to the satisfaction of the Foreign or Domestic Governmental Entity; (B)
the Company and the Subsidiaries hold and are in compliance with, all material
permits, licenses and governmental authorizations required for the Company and
the Subsidiaries to conduct its business in compliance with the Environmental
Laws, and are in compliance with all Environmental Laws, except for any
instances of noncompliance which, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect; (C) as of the date of
this Agreement, none of Seller, the Company or any of the Subsidiaries has
received any written communication alleging that the Company or any of the
Subsidiaries is liable to any party (including, but not limited to, a Foreign or
Domestic Governmental Entity) as a result of the Release of a Hazardous
Substance; (D) to the knowledge of Seller, none of the properties owned or
leased by the Company or any of the Subsidiaries contains underground storage
tanks, asbestos-containing materials, or PCB-containing materials; and (E) to
the actual knowledge of Seller, there have been no Releases of Hazardous
Substances on any of the properties owned or leased by the Company or any of the
Subsidiaries that, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect. As used in this Agreement, the term
"Environmental Laws" means any and all applicable foreign, federal, state or
local laws, regulations, binding determinations, orders, decrees or permits
issued, promulgated or entered into by any Foreign or Domestic Governmental
Entity, relating to the Release of Hazardous Substances. As used in this
Agreement, the term "Hazardous Substances" means all materials
<PAGE>
37
defined as hazardous substances pursuant to Section 101(14) of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended by
the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. (S)(S) 9601
et seq. ("CERCLA") and petroleum, and the term "Release" shall have the meaning
- -- ----
set forth in Section 101(22) of CERCLA. For the purposes of Sections 4(b) and
4(p), "Foreign or Domestic Governmental Entity" shall mean any foreign or
---------------------------------------
domestic, federal, state, local or other government or any court of competent
jurisdiction, administrative agency or commission or other governmental
authority or instrumentality.
(q) Employee and Labor Matters. Except as set forth in Schedule
---------------------------
4(q), as of the date of this Agreement (i) there is no labor strike, dispute,
work stoppage or lockout pending, or, to the knowledge of Seller, threatened,
against the Company or a Subsidiary; (ii) to the knowledge of Seller, no union
organizational campaign is in progress with respect to the employees of the
Company or a Subsidiary; (iii) there is no unfair labor practice charge or
complaint against the Company or a Subsidiary pending, or, to the knowledge of
Seller, threatened, before the National Labor Relations Board; (iv) there are no
pending, or, to the knowledge of Seller, threatened, union grievances against
the Company or a Subsidiary as to which there is a reasonable possibility of
adverse determination and that, if so determined, would have a Material Adverse
Effect; (v) there are no pending, or, to the knowledge of Seller, threatened,
charges against the Company, a Subsidiary or any current or former employee of
the Company before the Equal Employment Opportunity Commission or any state or
local agency responsible for the prevention of unlawful employment practices;
and (vi) none of Seller, the Company and the Subsidiaries has received written
notice during the past three years of the intent of any Governmental Entity
responsible for the enforcement of labor or employment laws to conduct an
investigation of the Company or a Subsidiary and, to the knowledge of Seller, no
such investigation is in progress.
(r) Licenses; Permits. Schedule 4(r) sets forth a true and complete
------------------
list of all material licenses, permits and authorizations issued or granted to
the Company and the Subsidiaries by Governmental Entities which are necessary or
desirable for the conduct of the business of the Company and the Subsidiaries as
currently conducted. Except as set
<PAGE>
38
forth in Schedule 4(r), all such licenses, permits and authorizations are
validly held by the Company or the relevant Subsidiary, the Company and the
Subsidiaries have complied in all material respects with all terms and
conditions thereof and the same will not be subject to suspension, modification,
revocation or nonrenewal as a result of the execution and delivery of this
Agreement or the consummation of the transactions contemplated hereby.
(s) Transactions with Affiliates. Except as set forth in Schedule
-----------------------------
4(s), none of the agreements, contracts or other arrangements set forth in
Schedule 4(l) between the Company or any Subsidiary, on the one hand, and Seller
or any of its affiliates, on the other hand, will continue in effect subsequent
to the Closing. After giving effect to the transfer and assignment to the
Company by the Seller of (i) all the outstanding shares of Firearms Training
Systems Limited, a United Kingdom corporation, and (ii) the Seller's rights
under the international agency and sales representative agreements (as listed in
Schedule 4(l)(11)) which transfers (x) have been completed prior to the date
hereof, (y) are in the process of being transferred, or (z) will be cancelled by
the Seller prior to the Closing Date(provided, however, that such cancellation
-------- -------
will not have a Material Adverse Effect on the Company); the Seller has no
assets used in or necessary for the conduct of the business of the Company,
except for the Seller's name which Seller agrees to relinquish the right to use
effective upon the Closing. Promptly after the Closing, Seller shall cause its
name to be changed so that it no longer contains the words "Firearms Training
Systems", "FATS" or any combination thereof or other words or phrases which
might be confusingly similar to the Company's name or trademarks.
(t) Government Contracting Matters. (i) Except as set forth in
------------------------------
Schedule 4(t), the Company has complied with all material terms and conditions
of all Government Contracts that provides for aggregate payments to the Company
of $500,000 or more, including all clauses, provisions and requirements
incorporated by reference or by operation of law therein and there are no claims
that could reasonably be expected to have a Material Adverse Effect nor any
potential liability for defective pricing, false statements or false claims on
Government Contracts. For the purposes of this Agreement, "Government Contract"
-------------------
means any bid, quotation, proposal, contract, agreement, work authorization,
lease, commitment or sale or purchase order of the Company or any of the
Subsidiaries with any foreign
<PAGE>
39
or domestic, federal, state, local or other governmental authority, agency or
instrumentality, including all contracts and work authorizations to supply goods
and services to such governmental authority, agency or instrumentality and
including contracts that are first-tier subcontracts on prime contracts.
(ii) Except as set forth in Schedule 4(t), there is no action, suit,
proceeding or, to the Seller's or the Company's knowledge, investigation
relating to any proposed suspension or debarment of the Company or any of the
Subsidiaries or any of their respective directors, officers, employees or agents
from doing business with any foreign or domestic, federal, state, or local
government (or any agency or instrumentality thereof). Neither the Company nor
any of the Subsidiaries, nor any of their respective directors, officers, or
employees is (or, to the Seller's knowledge, during the last five years has
been) suspended, proposed for debarment, or debarred from doing business with
any foreign or domestic, federal, state, or local government (or any agency or
instrumentality thereof) or is (or during such period was) the subject of a
finding of nonresponsibility or ineligibility for contracting with any foreign
or domestic, federal, state, or local government (or any agency or
instrumentality thereof).
(iii) Except as set forth in Schedule 4(t), to the Seller's knowledge,
none of the Company's nor any of the Subsidiaries' respective directors,
officers, employees or agents is (or during the last five years has been) under
administrative, civil, or criminal investigation, indictment or information by
any governmental authority with respect to any material alleged irregularity,
misstatement or omission arising under or relating to any Government Contract.
None of the Seller, the Company or any of the Subsidiaries has any knowledge of
any material irregularity, misstatement or omission arising under or relating to
any Government Contract that has led or could reasonably lead, either before or
after the Closing Date, to any of the consequences set forth in Section 4(t)(ii)
or to any other material damage, penalty, assessment, recoupment of payment or
disallowance of cost.
<PAGE>
40
(iv) Except as set forth in Schedule 4(t), there exist (A) no
outstanding material claims against the Company or any of the Subsidiaries, by
any foreign or domestic, federal, state, or local government (or any agency or
instrumentality thereof) or by any prime contractor, subcontractor, vendor or
other third party, arising under or relating to any Government Contract; and (B)
no material disputes between the Company or the Subsidiaries and any foreign or
domestic, federal, state, or local government (or any agency or instrumentality
thereof), or any prime contractor, subcontractor, vendor or other third party,
arising under or relating to any Government Contract.
(v) Neither the Company nor any of the Subsidiaries has, nor are any
of them in the conduct of their respective businesses required to have, any
facility security clearance or personnel security clearance or other security
clearance from any foreign or domestic, federal, state, or local government (or
any agency or instrumentality thereof), and none of them have any access to
classified information in connection with any Government Contract or otherwise.
(u) Backlog. As of May 1, 1996, the Company had confirmed purchase
--------
orders and contracts with an aggregate value of not less than $40,000,000 in
sales which have not been recognized in the Financial Statements for the period
ending March 31, 1996. Such purchase orders and contracts are subject to
various contingencies, including rights of the customers to cancel under certain
circumstances and, in some cases, requirements that the customers provide
letters of credit.
5. Covenants of Seller. Seller covenants and agrees as follows:
--------------------
(a) Access. Prior to the Closing, Seller shall, and shall cause the
-------
Company and each Subsidiary to, give Buyers, the Lenders and their
representatives reasonable access, during normal business hours and upon
reasonable notice, to the personnel, properties, books and records of the
Company and each Subsidiary; provided, however, that such access does not
-------- -------
unreasonably disrupt the normal operations of Seller or the Company or any
Subsidiary.
(b) Ordinary Conduct. Except as set forth in Schedule 5(b) or
-----------------
otherwise expressly permitted by the terms
<PAGE>
41
of this Agreement, from the date hereof to the Closing, Seller shall cause the
business of the Company and the Subsidiaries to be conducted in the ordinary
course in substantially the same manner as presently conducted and shall make
all reasonable efforts consistent with past practices to preserve their
relationships with customers, suppliers and others with whom the Company or any
Subsidiary deals; provided that Seller shall not be obligated to, directly or
--------
indirectly, provide any funds to the Company or any Subsidiary. Seller shall
not, and shall not permit the Company or any Subsidiary to, take any action that
would result in any of the conditions to the purchase and sale of the Acquired
Shares set forth in Section 3(a) not being satisfied. In addition, except as
set forth in Schedule 5(b) or otherwise expressly permitted or required by the
terms of this Agreement, Seller shall not permit the Company or any Subsidiary
to do any of the following without the prior written consent of Buyers:
(i) amend its Certificate of Incorporation or By-laws;
(ii) declare or pay any dividend or make any other distribution to its
stockholders in respect of any shares of its capital stock;
(iii) redeem or otherwise acquire any shares of its capital stock or
any option, warrant or right relating thereto or any securities convertible into
or exchangeable for any shares of capital stock;
(iv) adopt or amend in any material respect any Benefit Plan or
collective bargaining agreement, except as required by law;
(v) grant to any executive officer or employee any increase in
compensation or benefits, except in the ordinary course of business consistent
with past practice or as may be required under existing agreements, except for
any increases for which Seller shall be solely obligated and except for the
"transition bonus" plan described on Schedule 5(b); provided, that the aggregate
--------
amount of transition bonuses shall not exceed $400,000.
(vi) incur or assume any liabilities, obligations or indebtedness for
borrowed money or guarantee any such liabilities, obligations or indebtedness,
other
<PAGE>
42
than letters of credit obligations in the ordinary course of business consistent
with past practice and draw downs on the revolving credit agreement; provided
--------
that the Company gives Buyers notice of any draw downs at least three days in
advance of such draw downs;
(vii) permit, allow or suffer any of its assets to become subjected to
any mortgage, lien or encumbrance, which would have been required to be set
forth in Schedule 4(i) or 4(j) if existing on the date of this Agreement, or not
in the ordinary course of business consistent with past practice;
(viii) cancel any material indebtedness (individually or in the
aggregate) or waive any claims or rights of substantial value;
(ix) except for intercompany transactions not involving Seller or any
affiliate of Seller (other than a Subsidiary of the Company) in the ordinary
course of business, pay, loan or advance any amount to, or sell, transfer or
lease any of its assets to, or enter into any agreement or arrangement with,
Seller or any of its affiliates;
(x) make any change in any method of accounting or accounting practice
or policy other than those required by United States generally accepted
accounting principles;
(xi) acquire by merging or consolidating with any business or any
corporation, partnership, association or other business organization or division
thereof or otherwise acquire any assets (other than inventory) which are
material to the Company and the Subsidiaries, taken as a whole;
(xii) make or incur any capital expenditure (which for purposes of
this Section 5(b)(xii) shall be defined as purchases in excess of $2,500) that
exceeds $30,000 for any individual purchase, or $200,000 in the aggregate;
(xiii) sell, lease or otherwise dispose of any of its assets which are
material to the Company and the Subsidiaries, except in the ordinary course of
business consistent with past practice;
<PAGE>
43
(xiv) enter into any lease of real property, except any renewals of or
finalization of pending amendments to existing leases in the ordinary course of
business; or
(xv) agree, whether in writing or otherwise, to do any of the
foregoing.
(c) Insurance. Seller shall cause the Company to keep insurance
----------
policies currently maintained by the Company covering the business or properties
of the Company, or suitable replacements therefor, in full force and effect
through the close of business on the Closing Date.
(d) Confidentiality. On or prior to the Closing Date, Seller shall
----------------
execute a confidentiality agreement between Seller and the Company with terms
reasonably acceptable to the Seller regarding nondisclosure of confidential
information of the Company.
(e) International Agency and Sales Representative Contracts. In
--------------------------------------------------------
connection with the assignment of Seller's rights under the international agency
and sales representative agreements (as listed in Schedule 4(1)(11)), Seller
shall use its reasonable best efforts to obtain the covenants of such
international agents or sales representatives to comply with the Foreign Corrupt
Practices Act.
6. Representations and Warranties of Buyers. Each Buyer hereby
-----------------------------------------
severally and not jointly and only as to itself represents and warrants to
Seller as follows:
(a) Authority. Each of Centre Capital Investors II, L.P., Centre
----------
Partners Coinvestment, L.P., Centre Parallel Management Partners, L.P., and
Centre Capital Tax-exempt Investors II, L.P. is a limited partnership duly
organized, validly existing and in good standing under the laws of the State of
Delaware. Centre Capital Offshore Investors II, L.P. is a limited partnership
duly organized, validly existing and in good standing under the laws of Bermuda.
The State Board of Administration of Florida is a body corporate duly organized
under the constitution of the State of Florida and validly existing and in good
standing under the laws of the State of Florida. Each of Centre Capital
Investors II, L.P., Centre Partners Coinvestment, L.P., Centre Parallel
Management Partners, L.P., Centre Capital Tax-exempt
<PAGE>
44
Investors II, L.P., and Centre Capital Offshore Investors II, L.P. has all
requisite partnership power and authority to enter into this Agreement, to
perform its obligations hereunder and to consummate the transactions
contemplated hereby. The State Board of Administration of Florida has all
requisite power and authority to enter into this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated hereby.
All acts and other proceedings required to be taken by each Buyer to authorize
the execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby have been duly and properly taken. This
Agreement has been duly executed and delivered by each Buyer and constitutes a
legal, valid and binding obligation of such Buyer, enforceable against such
Buyer in accordance with its terms.
(b) No Conflicts; Consents. The execution and delivery of this
-----------------------
Agreement do not, and the consummation of the transactions contemplated hereby
and compliance with the terms hereof shall not, conflict with, or result in any
violation of or default (with or without notice or lapse of time, or both)
under, or give rise to a right of termination, cancellation or acceleration of
any obligation or to loss of a material benefit under, or result in the creation
of any lien, claim or encumbrance of any kind upon any of the properties or
assets of each Buyer under, any provision of (i) the Certificate of Formation or
Partnership Agreement of each of Centre Capital Investors II, L.P., Centre
Partners Coinvestment, L.P., Centre Parallel Management Partners, L.P., Centre
Capital Tax-exempt Investors II, L.P., and Centre Capital Offshore Investors II,
L.P. or the comparable governing instruments of the State Board of
Administration of Florida. (ii) any material agreement or obligation to which
any Buyer is a party or by which any of its respective assets are bound, or
(iii) any judgment, order, or decree, or material statute, law, ordinance, rule
or regulation applicable to any Buyer or its respective assets, other than such
as in the aggregate, would not adversely affect any such Buyer's ability to
consummate the transactions contemplated hereby. No material consent, approval,
license, permit, order or authorization of, or registration, declaration or
filing with, any Governmental Entity is required to be obtained or made by or
with respect to any Buyer or its respective affiliates in connection with the
execution, delivery and performance of this Agreement or the consummation of the
transactions contemplated hereby, other than (A) compliance
<PAGE>
45
with and filings under the HSR Act, if applicable, and (B) those that may be
required solely by reason of Seller's participation in the transactions
contemplated hereby.
(c) Securities Act. The Acquired Shares purchased by each Buyer
---------------
pursuant to this Agreement are being acquired for investment only and not with a
view to any public distribution thereof, and each Buyer shall not offer to sell
or otherwise dispose of the Acquired Shares so acquired by it in violation of
any of the registration requirements of the Securities Act.
(d) Actions and Proceedings, etc. There are no (i) outstanding
-----------------------------
judgments, orders, injunctions or decrees of any Governmental Entity or
arbitration tribunal against any Buyer or its affiliates, (ii) lawsuits, actions
or proceedings pending or, to the knowledge of any Buyer, threatened against any
such Buyer or any of its affiliates, or (iii) investigations by any Governmental
Entity which are, to the knowledge of any Buyer, pending or threatened against
any such Buyer or any of its affiliates, and which, in the case of each of
clauses (i), (ii) and (iii), have or could adversely affect any such Buyer's
ability to consummate the transactions contemplated hereby.
(e) Availability of Funds. Each Buyer has cash available to fund its
----------------------
commitments to purchase the Acquired Shares, and Centre Management has executed,
on behalf of the Buyers, firm commitments attached hereto as Exhibit G
(collectively, the "Firm Commitments") not subject to any conditions other than
as set forth therein with respect to the Borrowings which together with
$5,000,000 cash of the Company are sufficient to enable the Buyers to consummate
the Transactions. True and correct copies of any such facilities and Firm
Commitments have been provided to Seller. The financing required to consummate
the Transactions is collectively referred to as the "Financing". As of the date
hereof, no Buyer has any reason to believe that any of the conditions to the
Financing will not be satisfied or that the Financing will not be available on a
timely basis for the Transactions.
7. Covenants of Buyers and Centre Management. (a) Buyers covenant
------------------------------------------
and agree as follows:
(i) Confidentiality. Buyers acknowledge that, to Buyers' knowledge,
----------------
the information being provided to them in connection with the purchase and sale
of the Acquired Shares
<PAGE>
46
and the consummation of the other transactions contemplated hereby is subject to
the terms of a confidentiality agreement between Buyers and Seller which
confidentiality agreement will terminate at Closing.
(ii) No Additional Representations. Buyers acknowledge that, to
------------------------------
Buyers' knowledge, they and their representatives have been permitted full and
complete access to the books and records, facilities, equipment, tax returns,
contracts, insurance policies (or summaries thereof) and other properties and
assets of the Company and the Subsidiaries which they and their representatives
have desired or requested to see and/or review, and that they and their
representatives have had a full opportunity to meet with the officers and
employees of Seller, the Company and the Subsidiaries to discuss the businesses
and assets of the Company and the Subsidiaries. Buyers acknowledge and agree
that, except as expressly set forth in this Agreement, none of Seller, the
Company, any Subsidiary or any other person has made any representation or
warranty, expressed or implied, with respect to the transactions contemplated
hereby, the Company, any Subsidiary or its assets, liabilities and business, the
accuracy or completeness of any information regarding the Company and the
Subsidiaries furnished or made available to Buyers and their representatives.
Buyers acknowledge and agree that none of Seller, the Company, any Subsidiary or
any other person shall have or be subject to any liability to Buyers or any
other person, including pursuant to Section 10 hereof, absent fraud, resulting
from the distribution to Buyers, or Buyers' use of, any such information,
including the Confidential Memorandum prepared by Lazard Freres & Co. LLC dated
February 1996 (the "Memorandum") and any information, documents or material
made available to Buyers in the "data room", management presentations or in any
other form in expectation of the transactions contemplated hereby.
(iii) Benefits. (A) Continuation of Benefits. Buyers shall cause
--------- -------------------------
the Company and the Subsidiaries to maintain, for a period of not less than 2
years following the Closing Date compensation and employee benefit plans for
employees of the Company and the Subsidiaries generally that are substantially
comparable in the aggregate to those provided under the Benefit Plans in
accordance with their terms in effect
<PAGE>
47
on the date of this Agreement. Notwithstanding the foregoing, for a period of
not less than 2 years following the Closing Date, Buyers shall provide, or cause
the Company and the Subsidiaries to provide, severance pay and benefits to each
employee of the Company and its Subsidiaries as of the Closing Date that are no
less favorable than under the Benefit Plans and current practices of Seller as
in effect as of the date of this Agreement. Nothing in this Section 7(c) shall
be construed as (x) granting any rights to continued employment or (y) an
amendment to the terms of any specific benefit under a compensation or employee
benefit plan in effect on the date of this Agreement.
(B) Accrued Vacation. Buyers shall honor all accrued but untaken
-----------------
vacation and sick pay benefits accrued by employees of the Company and its
Subsidiaries as of the Closing Date.
(C) WARN Act. Buyers agree to provide any required notice under the
---------
Worker Adjustment and Retaining Notification Act, as amended (the "WARN Act"),
and any similar statute, and to otherwise comply with any such statute with
respect to any "plant closing" or "mass layoff" (as defined in the WARN Act) or
similar event affecting employees and former employees of the Company and its
Subsidiaries and occurring on or after the Closing Date. Buyers shall indemnify
and hold harmless Seller and its subsidiaries with respect to any liability
under the WARN Act or similar statute arising from the actions of Buyers or
their subsidiaries on or after the Closing Date.
(iv) Indemnification of Directors and Officers. From and after the
------------------------------------------
Closing, Buyers shall cause the Company to indemnify and hold harmless each
present and former director or officer of the Company or any Subsidiary to the
fullest extent allowed by law against any and all costs or expenses (including
reasonable attorneys fees) judgments, fines, losses, claims, damages or
liabilities incurred in connection with any claim, action, suit, proceeding or
investigation, whether civil, criminal, administrative or investigative, arising
out of or pertaining to matters existing or occurring during the period prior to
and including the Closing Date (and Buyers shall cause the
<PAGE>
48
Company to advance expenses as incurred to the fullest extent allowed by law).
(v) D & O Insurance. Buyers shall use their best efforts to cause
----------------
the persons serving as officers and directors of the Company immediately prior
to the Closing to be covered for a period of six years from the Closing by the
directors' and officers' liability insurance policy maintained by the Company on
the date hereof (provided that Buyers may substitute therefor policies of at
least the same coverage and amounts containing terms and conditions which are
not less advantageous to such directors and officers of the Company than the
terms and conditions of such existing policy) with respect to acts or omissions
occurring prior to the Closing which were committed by such officers and
directors in their capacity as such; provided, however, that the Company shall
-------- -------
not be obligated to make annual premium payments for such insurance to the
extent such premiums exceed 250% of the premiums paid as of the date hereof by
the Company for such insurance (the "Company's Current Premium"), and if such
premiums for such insurance would at any time exceed 250% of the Company's
Current Premium, then the Company shall cause to be maintained policies of
insurance which, in the Company's good faith determination, provide the maximum
coverage available at an annual premium equal to 250% of the Company's Current
Premium.
(b) Centre Management covenants and agrees that in the event that the
State Board of Administration of Florida or any limited partner in Centre
Capital Investors II, L.P., Centre Capital Tax-exempt Investors II, L.P. or
Centre Capital Offshore Investors II, L.P. (collectively, the "Investors")
defaults in the performance of its obligation under the capital call issued to
fund the purchase of Acquired Shares by the State Board of Administration of
Florida or any of such partnerships under this Agreement, Centre Management will
exercise the authority (which it hereby represents it has) to require that the
non-defaulting Investors advance additional capital to fund the shortfall caused
by such default.
8. Mutual Covenants. Each of Seller and Buyers covenant and agree
----------------
as follows:
<PAGE>
49
(a) Consents. Buyers acknowledge that certain consents and waivers
---------
with respect to the transactions contemplated by this Agreement may be required
from parties to the Contracts listed on the Schedules hereto and that such
consents and waivers may not have been obtained. Buyers agree that Seller shall
not have any liability whatsoever to Buyers arising out of or relating to the
failure to obtain any consents or waivers that may be required in connection
with the transactions contemplated by this Agreement or because of the
termination of any Contract as a result thereof, subject to the accuracy of
Seller's representations and warranties made herein. Buyers further agree that
no representation, warranty or covenant of Seller contained herein shall be
breached or deemed breached, and no condition shall be deemed not satisfied, as
a result of (i) the failure to obtain any such consent or waiver so described,
(ii) any such termination or (iii) any lawsuit, action, proceeding or
investigation commenced or threatened by or on behalf of any person arising out
of or relating to the failure to obtain any such consent or any such
termination, subject to the accuracy of Seller's representations and warranties
made herein. Prior to the Closing, Seller shall, and shall cause the Company
and the Subsidiaries to, cooperate with Buyers, upon the request of Buyers, in
any reasonable manner in connection with Buyers' obtaining any such consents and
waivers; provided, however, that such cooperation shall not include any
-------- -------
requirement of Seller or any of its affiliates (including the Company and the
Subsidiaries) to expend money, commence or participate in any litigation or
offer or grant any accommodation (financial or otherwise) to any third party;
provided further, however, if a novation agreement or similar agreement covering
- ---------------- -------
Government Contracts is required by the Company's customers (including, but not
limited to the United States Government and its agencies) because of the Buyers'
acquisition of the Acquired Shares, the Company and Seller agree to cooperate
fully with the Buyers and to use all reasonable efforts to obtain a novation
agreement, if required, as promptly as possible which efforts may include
execution of a novation by the Seller (as to which Seller will be entitled to
indemnification by the Company) reasonably acceptable to Seller with respect to
such novation.
(b) Cooperation. Buyers and Seller shall cooperate with each other,
------------
and shall cause their officers, employees, agents, auditors and representatives
to cooperate with each other, for a period of 90 days after the Closing
<PAGE>
50
to ensure the orderly transition of the Company and the Subsidiaries from Seller
to Buyers and to minimize any disruption to the respective businesses of Seller,
Buyers or the Company and the Subsidiaries that might result from the
transactions contemplated hereby. After the Closing, upon reasonable written
notice, Buyers and Seller shall furnish or cause to be furnished to each other
and their employees, counsel, auditors and representatives access, during normal
business hours, to such information and assistance relating to the Company and
the Subsidiaries as is reasonably necessary for financial reporting and
accounting matters, the preparation and filing of any tax returns, reports or
forms or the defense of any tax claim or assessment. Each party shall reimburse
the other for reasonable out-of-pocket costs and expenses incurred in assisting
the other pursuant to this Section 8(b). Neither party shall be required by
this Section 8(b) to take any action that would unreasonably interfere with the
conduct of its business or unreasonably disrupt its normal operations.
(c) Publicity. The initial press release relating to this Agreement
----------
shall be a joint press release. Seller and Buyers agree that, from the date
hereof through the Closing Date, no other public release or announcement
concerning the transactions contemplated hereby shall be issued by any party
without the prior consent of the other parties (which consent shall not be
unreasonably withheld), except as such release or announcement may be required
by law or the rules or regulations of any United States or foreign securities
exchange, in which case the party required to make the release or announcement
shall allow the other parties reasonable time to comment on such release or
announcement in advance of such issuance.
(d) Best Efforts. Subject to the terms and conditions of this
-------------
Agreement (including without limitation Section 8(e)), each party shall use its
reasonable best efforts to cause the Closing to occur as soon as practicable.
(e) Antitrust Notification. Each of Seller and Buyers shall as
-----------------------
promptly as practicable, but in no event later than five business days following
the execution and delivery of this Agreement, file with the United States
Federal Trade Commission (the "FTC") and the United States Department of Justice
(the "DOJ") the notification and report form, if any, required for the
transactions contemplated hereby and any supplemental information
<PAGE>
51
requested in connection therewith pursuant to the HSR Act. Any such notification
and report form and supplemental information shall be in substantial compliance
with the requirements of the HSR Act. Each of Buyers and Seller shall furnish
to the other such necessary information and reasonable assistance as the other
may request in connection with its preparation of any filing or submission which
is necessary under the HSR Act. Seller and Buyers shall keep each other
apprised of the status of any communications with, and any inquiries or requests
for additional information from, the FTC and the DOJ and, subject to Section
14(a)(v), shall comply promptly with any such inquiry or request. Each of
Seller and Buyers shall use its reasonable best efforts to obtain any clearance
required under the HSR Act for the consummation of the Transactions provided
that Buyers shall be solely responsible for any filing fees payable by Buyers
under the HSR Act.
(f) Access. Subsequent to the Closing, Buyers shall, and shall cause
-------
the Company and each Subsidiary to, give Seller and its representatives
reasonable access, during normal business hours and upon reasonable notice, to
the personnel, properties, books and records of the Company and each Subsidiary
to the extent Seller requires such access for any proper purpose (including
without limitation in connection with any tax returns, reports or forms required
to be filed by Seller).
(g) Registration Rights Agreement. Buyers and Seller shall cooperate
------------------------------
in good faith to negotiate and agree upon, prior to the Closing, a registration
rights agreement granting Buyers registration rights consistent with the rights
granted to Seller under the Registration Rights Agreement; provided that Buyers'
--------
demand registration rights shall be exercisable earlier and on more frequent
occasions in accordance with their greater proportionate common stock interest.
(h) Release of Lien on Certain Shares of Common Stock. The Company
--------------------------------------------------
shall use its reasonable best efforts to effect the release of the lien of the
Pledge Agreement on any Retained Shares and on any shares issuable in connection
with the Contingent Payment if either of the following events occur:
(i) the Company consummates a reorganization pursuant to which the
Company's operating assets are transferred to a subsidiary, which reorganization
the
<PAGE>
52
Company currently intends to initiate approximately six months after the Closing
Date; or
(ii) the Company consummates the issuance of securities in an amount
at least equal to $85,000,000 as contemplated by the commitment letter and
related term sheet of NationsBank, N.A. (South) set forth as Exhibit G hereto
and the demand registration rights of Seller contained in the Registration
Rights Agreement have become exercisable (including by reason of Section 1(c)
hereof).
9. Further Assurances. After the Closing, from time to time, as and
-------------------
when requested by either party hereto, the other party shall execute and
deliver, or cause to be executed and delivered, all such documents and
instruments and shall take, or cause to be taken, all such further or other
actions (subject to the provisions of Sections 8(a), 8(d) and 8(e)), as such
other party may reasonably deem necessary or desirable to consummate the
transactions contemplated by this Agreement.
10. Indemnification. (a) Indemnification by Seller. Subject to (b)
---------------- --------------------------
below, Seller shall indemnify the Company, except to the extent indemnification
provided under this Section 10(a) relates to any loss, liability, claim, damage
or expense (including reasonable legal fees and expenses) that adversely affects
Buyers, their affiliates or each of the officers, directors, employees,
stockholders, agents and representatives of the Company or Buyers (each a "Buyer
Indemnified Party"), but only to the extent such loss does not affect the
Company, in which case, if Buyers so elect, the Seller shall indemnify Buyers
and any other Buyer Indemnified Party if applicable, against and hold them
harmless from any loss, liability, claim, damage or expense (including
reasonable legal fees and expenses) suffered or incurred by any such indemnified
party to the extent arising from (i) any breach of any representation or
warranty of Seller contained in this Agreement which by the terms of Section 15
hereof survives the Closing and (ii) any breach of any covenant of Seller
contained in this Agreement; provided, however, that Seller shall not have any
-------- -------
liability under this Section 10(a) unless the aggregate of all losses,
liabilities, costs and expenses relating thereto for which Seller would, but for
this proviso, be liable exceeds on a cumulative basis an amount equal to
$1,000,000, and then only to the extent of any such excess; provided further,
----------------
however, that Seller shall not have any liability under this
- -------
<PAGE>
53
Section 10(a) for any individual items where the loss, liability, cost or
expense relating thereto is less than $25,000 and such items shall not be
aggregated for purposes of the first proviso to this Section 10(a); and provided
--------
further, however, that Seller's liability under this Section 10(a) shall in no
- ------- -------
event exceed the Escrowed Amount and shall be satisfied only from the Escrowed
Amount on deposit with the Escrow Agent; and provided further, however, that
---------------- -------
Seller shall not have any liability under this Section 10(a) to the extent the
loss, liability, claim, damage or expense arises as a result of any action taken
or omitted to be taken by Buyers or any of their affiliates (including, after
the Closing, any officers or employees of the Company and the Subsidiaries)
after the Closing.
(b) Exclusive Remedy. Buyers acknowledge and agree that, assuming
-----------------
that the Closing occurs, absent fraud, their sole and exclusive remedy with
respect to any and all claims relating to this Agreement, the Transactions, the
Company and the Subsidiaries and their respective assets, liabilities and
business shall be pursuant to the indemnification provisions set forth in this
Section 10. Buyers acknowledge and agree that the sole source of payment for any
indemnification claims under Section 10 of this Agreement shall be the Escrowed
Amount on deposit pursuant to the terms of the Escrow Agreement and Buyers
hereby waive and release the Seller from any and all obligations to make any
payment for any indemnification claims under Section 10 from any other source.
In furtherance of the foregoing, Buyers hereby waive, from and after the
Closing, any and all rights, claims and causes of action (other than claims of,
or causes of action arising from, fraud) they, the Company or any Subsidiary may
have against Seller and its affiliates arising under or based upon any Federal,
state, local or foreign statute, law, ordinance, rule or regulation or otherwise
(except pursuant to the indemnification provisions set forth in this Section 10
and in the Escrow Agreement).
(c) Indemnification by Buyers. (i) Buyers shall, and shall cause
--------------------------
the Company and the Subsidiaries to, indemnify Seller, its affiliates and each
of their respective officers, directors, employees, stockholders, agents and
representatives against and hold them harmless from any loss, liability, claim,
damage or expense (including reasonable legal fees and expenses) suffered or
incurred by any such indemnified party to the extent arising from (A) any breach
of any representation or warranty of Buyers which survives the Closing contained
in this
<PAGE>
54
Agreement or in any certificate delivered pursuant hereto, and (B) any breach of
any covenant of Buyers contained in this Agreement.
(ii) Buyers shall cause the Company and the Subsidiaries to indemnify
Seller, its affiliates and each of their respective officers, directors,
employees, stockholders, agents and representatives against and hold them
harmless from any loss, liability, claim, damage or expense (including
reasonable legal fees and expenses) suffered or incurred by any such indemnified
party to the extent arising from (A) any guarantee or obligation to assure
performance given or made by Seller or an affiliate of Seller with respect to
any obligation of the Company or any Subsidiary set forth in clause (B) below,
(B) all obligations and liabilities of whatever kind and nature, primary or
secondary, direct or indirect, absolute or contingent, known or unknown, whether
or not accrued, whether arising before, on or after the Closing Date, of the
Company or any Subsidiary, including any such obligations or liabilities
contained in the Contracts or any agreement, lease, license, permit, plan or
commitment that, because it fails to meet the relevant threshold amount or term,
is not included within the definition of Contracts, or the Benefit Plans set
forth in Schedule 4(n) or any plan, fund, program, policy, contract or
arrangement described in Section 4(n) but not required to be set forth in
Schedule 4(n) (collectively, the "Plans"), (C) any claim that the purchase and
sale of the Acquired Shares or the transactions contemplated thereby give rise
to any severance or other benefits under any Plan, (D) any discontinuance,
suspension or modification on or after the Closing Date of any Plan, and (E) any
Taxes of the Company for any period other than a Pre-Closing Tax Period;
provided, however, that nothing in clause (ii) shall limit Buyers' rights of
- -------- -------
indemnification hereunder.
(d) Losses Net of Insurance, etc. In determining whether a loss,
-----------------------------
liability, claim, damage or expense is eligible for indemnification under this
Section 10 and in determining the amount of any loss, liability, claim, damage
or expense for which indemnification is provided under this Section 10, the
amount of such loss, liability, claim, damage or expense shall be net of any
amounts recovered or recoverable by the indemnified party under insurance
<PAGE>
55
policies. Any indemnity payment under this Agreement shall be treated as an
adjustment to the Purchase Price for Tax purposes, unless a final determination
(which shall include the execution of a Form 870-AD or successor form) with
respect to the indemnified party or any of its affiliates causes any such
payment not to be treated as an adjustment to the Purchase Price for United
States Federal income Tax purposes.
(e) Termination of Indemnification. The obligations to indemnify and
-------------------------------
hold harmless a party hereto set forth in this Section 10 shall terminate when
the applicable representation or warranty terminates pursuant to Section 15;
provided, however, that such obligations to indemnify and hold harmless shall
- -------- -------
not terminate with respect to any item as to which the person to be indemnified
or the related party thereto shall have, before the expiration of the applicable
period, previously made a claim by delivering a notice of such claim (stating in
reasonable detail the basis of such claim) to the indemnifying party.
(f) Procedures Relating to Indemnification. In order for a party
---------------------------------------
(the "indemnified party") to be entitled to any indemnification provided for
under this Agreement (other than a claim with respect to Taxes) in respect of,
arising out of or involving a claim or demand made by any person against the
indemnified party (a "Third Party Claim"), such indemnified party must notify
the indemnifying party in writing, and in reasonable detail, of the Third Party
Claim within 10 business days after receipt by such indemnified party of written
notice of the Third Party Claim; provided, however, that failure to give such
-------- -------
notification shall not affect the indemnification provided hereunder except to
the extent the indemnifying party shall have been actually prejudiced as a
result of such failure (except that the indemnifying party shall not be liable
for any expenses incurred during the period in which the indemnified party
failed to give such notice). Thereafter, the indemnified party shall deliver to
the indemnifying party, within five business days after the indemnified party's
receipt thereof, copies of all notices and documents (including court papers)
received by the indemnified party relating to the Third Party Claim.
If a Third Party Claim is made against an indemnified party, the
indemnifying party shall be entitled to participate in the defense thereof and,
if it so chooses, to assume the defense thereof with counsel selected by the
<PAGE>
56
indemnifying party and reasonably acceptable to the indemnified party. Should
the indemnifying party so elect to assume the defense of a Third Party Claim,
the indemnifying party shall not be liable to the indemnified party for legal
expenses subsequently incurred by the indemnified party in connection with the
defense thereof. If the indemnifying party assumes such defense, the indemnified
party shall have the right to participate in the defense thereof, including the
opportunity to keep fully informed as to all matters which might affect the
amount of any claims for indemnification to be made hereunder, and to employ
counsel (not reasonably objected to by the indemnifying party), at its own
expense, separate from the counsel employed by the indemnifying party, it being
understood that the indemnifying party shall control such defense. The
indemnifying party shall be liable for the fees and expenses of counsel employed
by the indemnified party for any period during which the indemnifying party has
failed to assume the defense thereof (other than during the period prior to the
time the indemnified party shall have given notice of the Third Party Claim as
provided above).
If the indemnifying party so elects to assume the defense of any Third
Party Claim, the indemnified party shall cooperate with the indemnifying party
in the defense thereof. Such cooperation shall include the retention and (upon
the indemnifying party's request) the provision to the indemnifying party of
records and information that are reasonably relevant to such Third Party Claim,
and making employees available on a mutually convenient basis to provide
additional information and explanation of any material provided hereunder. The
indemnifying party shall reimburse the indemnified party for its reasonable out-
of-pocket costs of such cooperation. Whether or not the indemnifying party shall
have assumed the defense of a Third Party Claim, the indemnified party shall not
admit any liability with respect to, or settle, compromise or discharge, such
Third Party Claim without the indemnifying party's prior written consent. If
the indemnifying party shall have assumed the defense of a Third Party Claim,
the indemnified party shall agree to any settlement, compromise or discharge of
a Third Party Claim which the indemnifying party may recommend and which by its
terms obligates the indemnifying party to pay the full amount of the liability
in connection with such Third Party Claim; provided, however, that, where the
-------- -------
Seller is the indemnifying party, the indemnified party shall not be required to
agree to any such settlement, compromise or discharge if the Company's
<PAGE>
57
board of directors shall have determined by resolution that such settlement,
compromise or discharge could reasonably expect to have a Material Adverse
Effect on the business of the Company or the Subsidiary. Notwithstanding the
foregoing, if the Seller is the indemnifying party and recommends a settlement,
compromise or discharge that would require or have the effect of requiring the
Company or a Subsidiary to modify or amend an existing Government Contract or to
otherwise take or omit to take certain actions that would not have a Material
Adverse Effect on the Company or such Subsidiary, the indemnified party shall
not unreasonably withhold its consent to such settlement, compromise or
discharge.
(g) Other Claims. In the event any indemnified party should have a
-------------
claim against any indemnifying party under Section 10(a) or 10(b) that does not
involve a Third Party Claim being asserted against or sought to be collected
from such indemnified party, the indemnified party shall deliver notice of such
claim with reasonable promptness to the indemnifying party, such notice to state
that it is pursuant to this Section 10(g) and that the indemnifying party is
required to respond within 20 business days of such notice. The failure by any
indemnified party so to notify the indemnifying party shall not relieve the
indemnifying party from any liability which it may have to such indemnified
party under Section 10(a) or 10(b), except to the extent that the indemnifying
party demonstrates that it has been materially prejudiced by such failure. If
the indemnifying party does not notify the indemnified party within 20 business
days following its receipt of such notice that the indemnifying party disputes
its liability to the indemnified party under Section 10(a) or 10(b), such claim
specified by the indemnified party in such notice shall be conclusively deemed a
liability of the indemnifying party under Section 10(a) or 10(b) and the
indemnifying party shall pay the amount of such liability to the indemnified
party on demand or, in the case of any notice in which the amount of the claim
(or any portion thereof) is estimated, on such later date when the amount of
such claim (or such portion thereof) becomes finally determined. If the
indemnifying party has timely disputed its liability with respect to such claim,
other than any claim relating to Taxes under Section 10(h) hereunder, the
indemnifying party and the indemnified party shall proceed in good faith to
negotiate a resolution of such dispute and, if not resolved through
negotiations, such dispute shall be resolved by
<PAGE>
58
litigation in an appropriate court of competent jurisdiction.
(h) Procedures Relating to Indemnification of Tax Claims. Each party
-----------------------------------------------------
entitled to an indemnity payment with respect to Taxes pursuant to the
provisions of Section 10 herein (a "Tax Indemnified Party") agrees to give
written notice to the indemnifying party (the "Tax Indemnitor") of the receipt
of any written notice by the Tax Indemnified Party or an affiliate of such Tax
Indemnified Party (including, in the case where any Buyer is the Tax Indemnified
Party, the Company or its affiliates) which involves the assertion of any claim,
or the commencement of any suit, action or proceeding in respect of which
indemnity may be sought within 10 days of such receipt or such earlier time as
would allow the Tax Indemnitor to timely respond to such claim, demand, action
or proceeding, and the Tax Indemnified Party shall give the Tax Indemnitor such
information with respect thereto as the Tax Indemnitor may reasonably request.
The Tax Indemnitor may discharge, at any time, its indemnity obligations by
paying the Tax Indemnified Party the amount of the applicable loss, calculated
on the date of such payment. The Tax Indemnitor may, at its own expense,
participate in and, upon notice to the Tax Indemnified Party, assume control of
the defense of any such claim, demand, suit, action or proceeding (including any
Tax audit). If the Tax Indemnitor elects to assume control of the defense, the
Tax Indemnitor shall have sole control over the conduct of the defense,
including the decision whether to settle, litigate, or pay and sue for a refund,
but the Tax Indemnified Party shall be permitted to participate in any such
action and shall be kept fully informed about the progress of any such action;
provided, however, that, the Tax Indemnitor shall not admit any liability with
- -------- -------
respect to or settle such claim, demand, action or proceeding without the Tax
Indemnified Party's prior written consent, which consent shall not be
unreasonably withheld. Whether or not the Tax Indemnitor chooses to defend or
prosecute any claim, all of the parties hereto shall cooperate in the defense or
prosecution thereof.
(i) Mitigation. Buyers and Seller shall cooperate with each other
-----------
with respect to resolving any claim or liability with respect to which one party
is obligated to indemnify the other party hereunder, including by making
commercially reasonably efforts to mitigate or resolve any such claim or
liability; provided that such
--------
<PAGE>
59
party shall not be required to make such efforts if they would be detrimental in
any material respect to such party.
11. Tax Matters. All transfer, documentary, sales, use, registration
------------
and other such Taxes due pursuant to the laws of the United States or any
Governmental Entity within the United States (including all applicable real
estate transfer or gains Taxes) and related fees (including any penalties,
interest and additions to Tax) incurred in connection with this Agreement and
the transactions contemplated hereby (other than stock transfer Taxes) shall be
paid by the Company, and the Company, Seller and Buyers shall cooperate in
timely making all filings, returns, reports and forms as may be required to
comply with the provisions of such Tax laws.
12. Assignment. This Agreement and the rights and obligations
-----------
hereunder shall not be assignable or transferable by Buyers or Seller (including
by operation of law in connection with a merger, or sale of substantially all
the assets, of Buyers or Seller) without the prior written consent of the other
party hereto; provided, however, that Buyers may assign their rights to purchase
-------- -------
the Acquired Shares hereunder to a wholly-owned subsidiary of Buyers without the
prior written consent of Seller and upon the Closing, Buyers may assign as
collateral their rights to receive payment under Section 10 hereunder and the
Escrow Agreement to the Lender without the previous written consent of the
Seller; provided, further, that no such assignment shall limit or affect the
-------- -------
assignor's obligations hereunder. Any attempted assignment in violation of this
Section 12 shall be void.
13. No Third-Party Beneficiaries. Except as provided in Sections 7
-----------------------------
and 10, this Agreement is for the sole benefit of the parties hereto and their
permitted assigns and nothing herein expressed or implied shall give or be
construed to give to any person, other than the parties hereto and such assigns,
any legal or equitable rights hereunder.
14. Termination. (a) Anything contained herein to the contrary
------------
notwithstanding, this Agreement may be terminated and the transactions
contemplated hereby abandoned at any time prior to the Closing Date:
(i) by mutual written consent of Seller and Buyers;
<PAGE>
60
(ii) by Seller if any of the conditions set forth in Section 3(b)
shall have become incapable of fulfillment, and shall not have been waived by
Seller;
(iii) by Buyers if any of the conditions set forth in Section 3(a)
shall have become incapable of fulfillment, and shall not have been waived by
Buyers; or
(iv) by either party hereto, if the Closing does not occur on or
prior to July 31, 1996;
provided, however, that the party seeking termination pursuant to clause (ii),
- -------- -------
(iii) or (iv) is not in breach in any material respect of any of its
representations, warranties, covenants or agreements contained in this
Agreement.
(b) In the event of termination by Seller or Buyers pursuant to this
Section 14, written notice thereof shall forthwith be given to the other party
and the transactions contemplated by this Agreement shall be terminated, without
further action by either party. If the transactions contemplated by this
Agreement are terminated as provided herein:
(i) Buyers shall return all documents and other material received from
Seller or the Company or any Subsidiary relating to the transactions
contemplated hereby, whether so obtained before or after the execution hereof,
to Seller;
(ii) all confidential information received by Buyers with respect to
the business of the Company and the Subsidiaries shall be treated in accordance
with the Confidentiality Agreement, which shall remain in full force and effect
notwithstanding the termination of this Agreement;
(c) If this Agreement is terminated and the transactions contemplated
hereby are abandoned as described in this Section 14, this Agreement shall
become void and of no further force or effect, except for the provisions of (i)
Section 7(a) relating to the obligation of Buyers to keep confidential certain
information and data obtained by them, (ii) Section 16 relating to certain
expenses, (iii) Section 17 relating to attorney fees and expenses, (iv) Section
8(c) relating to publicity, (v) Section 23
<PAGE>
61
relating to finder's fees and broker's fees and (vi) this Section 14. Nothing
in this Section 14 shall be deemed to release either party from any liability
for any breach by such party of the terms and provisions of this Agreement or to
impair the right of either party to compel specific performance by the other
party of its obligations under this Agreement.
15. Survival of Representations. The representations and warranties
----------------------------
in this Agreement and in any certificate delivered pursuant hereto shall survive
the Closing solely for purposes of Sections 10(a) and (b) and the
representations and warranties in Sections 4(b), (f), (i), (j), (l), (m), (n),
(o), (q), (r), (s) and (u) shall terminate at the close of business 60 days
after the delivery of the opinion with respect to the annual audit by the
Company's independent auditors of the financial statements of the Company for
the fiscal year ended March 31, 1997, but in no event later than August 31,
1997; provided, however, the representations and warranties in Sections 4(a),
-------- -------
(c), (d), (e), (g), (k), (p) and (t) will terminate on June 30, 1998, and the
representations and warranties in Section (h) will terminate after the
applicable periods of limitations have expired.
16. Expenses. Whether or not the transactions contemplated hereby
---------
are consummated, and except as otherwise specifically provided in this
Agreement, all costs and expenses incurred in connection with this Agreement and
the transactions contemplated hereby shall be paid by the party incurring such
costs or expenses; provided, however, if the Transactions are consummated, the
-------- -------
Company shall (i) pay all costs and expenses related to the Borrowings, (ii) pay
all costs and expenses related to the services provided by Venable, Baetjer,
Howard & Civiletti, Arthur Andersen & Co. and Houlihan Lokey Howard and Zukin,
(iii) pay the Buyers a transaction fee of $790,000, and (iv) reimburse the
Seller for expenses in the amount of $210,000 related to the Transactions.
17. Attorney Fees. A party in breach of this Agreement shall, on
--------------
demand, indemnify and hold harmless the other party for and against all
reasonable out-of-pocket expenses, including reasonable legal fees, incurred by
such other party by reason of the enforcement and protection of its rights under
this Agreement. The payment of such expenses is in addition to any other relief
to which such other party may be entitled.
<PAGE>
62
18. Amendments. No amendment, modification or waiver in respect of
-----------
this Agreement shall be effective unless it shall be in writing and signed by
Seller and Centre Management.
19. Notices. All notices or other communications required or
--------
permitted to be given hereunder shall be in writing and shall be delivered by
hand or sent by confirmed fax and sent, postage prepaid, by certified or express
mail or reputable overnight courier service and shall be deemed given when so
delivered by hand, confirmed faxed, or if mailed, ten days after mailing (three
business days in the case of express mail or overnight courier service), as
follows:
(i) if to Buyers or Centre Management,
Centre Capital Investors II, L.P.
c/o Centre Partners Management LLC
30 Rockefeller Plaza
New York, New York 10020
Facsimile No.: 212-332-5801
Attention: Jonathan Kagan
with a copy to:
Sidley & Austin
875 Third Avenue
New York, New York 10022
Facsimile No.: 212-906-2021
Attention: James G. Archer; and
(ii) if to Seller,
Firearms Training Systems International N.V.
c/o Holland Intertrust (Antilles) N.V.
Landhuis Joonchi
Kaya Richard J. Beaujon z/n
P.O. Box 837
Curacao, Netherlands Antilles
Facsimile No.: 011-599-9-366-161
Attention: Gregory Elias, Director
with a copy to:
Cravath, Swaine & Moore
33 King William Street
London EC4R 9DU
<PAGE>
63
England
Fascimile No.: 011-44-171-860-1150
Attention: Sarah C. Murphy
20. Interpretation; Exhibits and Schedules; Certain Definitions. (a)
------------------------------------------------------------
The headings contained in this Agreement, in any Exhibit or Schedule hereto and
in the table of contents to this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement.
Any matter expressly set forth in any provision, subprovision, section or
subsection of the Disclosure Schedule hereto shall be deemed set forth for all
purposes of the Disclosure Schedule to the extent relevant. All Exhibits and
Schedules annexed hereto or referred to herein are hereby incorporated in and
made a part of this Agreement as if set forth in full herein. Any capitalized
terms used in any Schedule or Exhibit but not otherwise defined therein, shall
have the meaning as defined in this Agreement.
(b) For all purposes hereof:
(i) "including" means including, without limitation;
(ii) "knowledge of Seller" means the knowledge after reasonable
inquiry of, Jody Scheckter, Clare Fawkes, Bob Mecredy, Bob Terry, David
Apseloff, Greg Echols, and/or Juan de Ledebur.
(iii) "knowledge of Buyers" means the knowledge after reasonable
inquiry of Jonathan H. Kagan, Scott Perekslis and Paul J. Zepf; and
(iv) "person" means any individual, firm, corporation, partnership,
limited liability company, trust, joint venture, Governmental Entity or other
entity.
21. Counterparts. This Agreement may be executed in one or more
-------------
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the parties and delivered to the other party.
22. Entire Agreement. This Agreement, the Escrow Agreement, the
-----------------
Stockholders Agreement and the
<PAGE>
64
Confidentiality Agreement contain the entire agreement and understanding between
the parties hereto with respect to the subject matter hereof and supersede all
prior agreements and understandings relating to such subject matter. Neither
party shall be liable or bound to any other party in any manner by any
representations, warranties or covenants relating to such subject matter except
as specifically set forth herein, in the Escrow Agreement, the Stockholders
Agreement or in the Confidentiality Agreement.
23. Fees. Each party hereto hereby represents and warrants that no
-----
brokers or finders have acted for such party in connection with this Agreement
or the transactions contemplated hereby or may be entitled to any brokerage fee,
finder's fee or commission in respect thereof except Lazard Freres & Co. LLC on
behalf of Seller.
24. Severability. If any provision of this Agreement (or any portion
-------------
thereof) or the application of any such provision (or any portion thereof) to
any person or circumstance shall be held invalid, illegal or unenforceable in
any respect by a court of competent jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision hereof (or the remaining
portion thereof) or the application of such provision to any other persons or
circumstances.
25. Governing Law. This Agreement shall be governed by and construed
--------------
in accordance with the internal laws of the State of New York applicable to
agreements made and to be performed entirely within such State, without regard
to the conflicts of law principles of such State.
26. Consent to Jurisdiction and Service of Process. Any action, suit
----------------------------------------------
or claim arising out of or relating to this Agreement, or the Transactions shall
be instituted in any federal court of the State of New York or in any state
court located in the State of New York, and each party agrees not to assert, by
way of motion, as a defense or otherwise, in any such action, suit or
proceeding, any claim that it is not subject personally to the jurisdiction of
such court, that the action, suit or proceeding is brought in an inconvenient
forum, that the venue of the action, suit or proceeding is improper or that this
Agreement or the subject matter hereof may not be enforced in or by such court.
Each party further irrevocably submits to the jurisdiction of such court in any
such action, suit or proceeding. The Seller will appoint CT
<PAGE>
65
Corporation, located at 1633 Broadway, New York, NY 10019, as such party's
authorized agent to accept and acknowledge on such party's behalf service of any
and all process that may be served in any such action, suit or proceeding
against the Seller. Any and all service of process and any other notice in any
such action, suit or proceeding shall be effective against any party given
personally or by registered or certified mail, return receipt requested, or by
any other means of mail that requires a signed receipt, postage prepaid, mailed
to such party as herein provided, or by personal service on the Agent with a
copy of such process mailed to such party by first class mail or registered or
certified mail, return receipt requested, postage prepaid. Nothing herein
contained shall be deemed to affect the right of any party to serve process in
any manner permitted by law or to commence legal proceedings or otherwise
proceed against any other party in any other jurisdiction.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed as of the date first written above.
FIREARMS TRAINING SYSTEMS INTERNATIONAL N.V.,
by /s/ Jody Scheckter
--------------------------
Name: Jody Scheckter
Title: Director
FIREARMS TRAINING SYSTEMS, INC.
by /s/ Clare Fawkes
---------------------------
Name: Clare Fawkes
Title: Secretary
<PAGE>
66
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/ Jonathan H. Kagan
---------------------------
Jonathan H. Kagan
Managing Director
CENTRE PARTNERS COINVESTMENT, L.P.
CENTRE PARALLEL MANAGEMENT PARTNERS, L.P.
by Centre Partners II, LLC, as general partner
by /s/ Jonathan H. Kagan
----------------------------
Jonathan H. Kagan
Managing Director
<PAGE>
67
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/ Jonathan H. Kagan
----------------------------
Jonathan H. Kagan
Managing Director
CENTRE PARTNERS MANAGEMENT LLC
by /s/ Jonathan H. Kagan
----------------------------
Jonathan H. Kagan
Managing Director
<PAGE>
68
Exhibit A
<TABLE>
<CAPTION>
Number of Percentage of*
Shares* Aggregate Acquired
Buyer Entity to be Purchased Shares
------------ --------------- ------------------
<S> <C> <C>
Centre Capital Investors II, L.P. 225,412 33.5%
Centre Partners Coinvestment, L.P. 34,180 5.1%
Centre Parallel Management Partners, 3,484 0.5%
L.P.
Centre Capital Offshore 34,839 5.2%
Investors II, L.P.
Centre Capital Tax-exempt Investors 29,787 4.4%
II, L.P.
State Board of Administration of 344,903 51.3%
Florida
</TABLE>
______________________
* Centre Partners Management LLC, as manager, may reallocate the percentage
of aggregate acquired shares and the number of shares to be purchased among the
Buyers and their affiliates.
<PAGE>
EXHIBIT 2.02
July 9, 1996
Centre Partners Management LLC
As Representative of the Buyers (as defined herein)
30 Rockefeller Plaza
New York, NY 10020
Attention: Mr. Jonathan H. Kagan
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.
<PAGE>
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/ Jody Scheckter
---------------------
Jody Scheckter
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/ Jonathan H. Kagan
-----------------------
Jonathan H. Kagan
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/ Jonathan H. Kagan
-----------------------
Jonathan H. Kagan
Managing Director
<PAGE>
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/ Jonathan H. Kagan
-----------------------
Jonathan H. Kagan
Managing Director
CONFIRMED AND AGREED TO BY:
CENTRE PARTNERS MANAGEMENT LLC
by /s/ Jonathan H. Kagan
-----------------------
Jonathan H. Kagan
Managing Director
<PAGE>
EXHIBIT 2.03
EXECUTION COPY
FIRST AMENDMENT dated as of July 31, 1996 (this "Amendment"), to the
Recapitalization and Stock Purchase and Sale Agreement dated June 5, 1996, as
amended by the Letter Agreement dated July 9, 1996, (as so amended, the "Stock
Purchase Agreement"), among FIREARMS TRAINING SYSTEMS INTERNATIONAL N.V., a
Netherlands Antilles corporation ("Seller"), FIREARMS TRAINING SYSTEMS, INC., a
Delaware corporation (the "Company"), and CENTRE CAPITAL INVESTORS II, L.P. a
Delaware limited partnership, CENTRE PARTNERS COINVESTMENT, L.P., a Delaware
limited partnership, CENTRE PARALLEL MANAGEMENT PARTNERS, L.P., a Delaware
limited partnership, CENTRE CAPITAL OFFSHORE INVESTORS II, L.P., a Bermuda
limited partnership, CENTRE CAPITAL TAX-EXEMPT INVESTORS II, L.P., a Delaware
limited partnership, and STATE BOARD OF ADMINISTRATION OF FLORIDA, a body
corporate organized under the constitution of the State of Florida (each a
"Buyer" and collectively limited as described below, the "Buyers"), and CENTRE
PARTNERS MANAGEMENT LLC ("Centre Partners").
A. The Buyers and Centre Partners have requested that Seller and the
Company amend certain provisions of the Stock Purchase Agreement. Seller and
the Company are willing to enter into this Amendment, subject to the terms and
conditions of this Amendment.
B. Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the Stock Purchase Agreement.
Accordingly, in consideration of the mutual agreements contained in this
Amendment and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendment to Preamble. The Preamble is hereby amended as
---------------------
follows:
(a) The State Board of Administration of Florida and Centre Parallel
Management Partners, L.P. shall be removed as parties to the Stock Purchase
Agreement.
(b) The first "WHEREAS" clause thereof shall be amended so that, as
amended, the first "WHEREAS" clause shall be and read in its entirety as
follows:
<PAGE>
2
"WHEREAS, Seller owns all the 300 issued and outstanding shares of Common
Stock, par value $1 per share, of the Company (the "Pre-Split Stock"), and prior
to the Closing Date each share of Pre-Split Stock shall be changed into 100,000
shares of Common Stock, par value $.00001 per share (the "Common Stock", and the
resulting 30,000,000 shares of Common Stock to be held by the Seller prior to
the Closing Date being referred to herein as the "Seller Shares");" and
(c) the fifth "WHEREAS" clause thereof shall be amended so that, as
amended, the fifth "WHEREAS" clause shall be and read in its entirety as
follows:
"WHEREAS, the proceeds from such extensions of credit and such sale of
Common Stock to Buyers shall be utilized to redeem (the "Redemption") 28,212,061
shares (the "Redeemed Shares") of the 30,000,000 Seller Shares currently held by
Seller, as a result of which the Seller shall continue to hold 1,787,939 shares
(the "Retained Shares");".
SECTION 2. Amendment to Section 1. Section 1 is hereby amended as
----------------------
follows:
(a) Section 1(a) of the Stock Purchase Agreement is hereby amended by
replacing the words "an aggregate of 672,605" with the words "shares of Class A
Common Stock and shares of Class B Non-voting Common Stock which in the
aggregate shall equal 6,726,054"; and
(b) the definition of "Initial Shares" in Section 1(c)(A) of the Stock
Purchase Agreement is hereby amended by changing the number of Retained Shares
listed in the first sentence from "178,794" to "1,787,939, and by changing the
number of Acquired Shares listed in the first sentence from "672,605" to
"6,726,054", and by changing the number "93,417" listed in the first sentence to
"934,174"; and
(c) the definition of "Target Value" in Section 1(c)(A) of the Stock
Purchase Agreement is hereby amended by changing the number "93,417" listed in
the first sentence to "934,174", and by changing the number "93,417" listed in
the proviso to "934,174".
<PAGE>
3
SECTION 3. Amendment to Section 4(e). Section 4(e) of the Stock Purchase
-------------------------
Agreement is hereby amended by changing the number "10,000,000" listed in the
first sentence to "100,000,000", and by changing the number "3,000,000" listed
in the first sentence to "30,000,000".
SECTION 4. Amendment to Section 6. Section 6 of the Stock Purchase
----------------------
Agreement is hereby amended as follows:
(a) Section 6(a) of the Stock Purchase Agreement is hereby amended by (i)
deleting the words "Centre Parallel Management Partners, L.P." from the first
and fourth sentences thereof and (ii) deleting the third and fifth sentences
thereof in their entirety; and
(b) Section 6(b) of the Stock Purchase Agreement is hereby amended by
deleting the words "Centre Parallel Management Partners, L.P." and "or the
comparable governing instruments of the State Board of Administration of
Florida" from clause (i) thereof.
SECTION 5. Amendment to Section 7(b). Section 7(b) of the Stock Purchase
-------------------------
Agreement is hereby amended by deleting the words "the State Board of
Administration of Florida or" in such section.
SECTION 6. Amendment to Schedule 4(r)(a)(13). Schedule 4(r)(a)(13) to the
---------------------------------
Stock Purchase Agreement shall be amended so that, as amended, it shall be and
read in its entirety as follows: "The Company is registered as a foreign
corporation in Alaska, California, Florida, Georgia, Indiana and Maryland.
SECTION 7. Representations and Warranties of Seller. The Seller hereby
----------------------------------------
represents and warrants to Buyers as follows:
(a) This Amendment, and the Stock Purchase Agreement as amended hereby,
have been duly authorized, executed and delivered by it and constitute its
legal, valid and binding obligations enforceable in accordance with their terms.
(b) The representations and warranties set forth in Section 4 of the Stock
Purchase Agreement before and after giving effect to this Amendment are true and
correct in all material respects with the same effect as if made on the date
hereof, except to the extent such representations and warranties expressly
relate to an earlier date.
<PAGE>
4
SECTION 8. Representations and Warranties of Buyers. Each Buyer hereby
----------------------------------------
severally and not jointly and only as to itself represents and warrants to
Seller as follows:
(a) This Amendment, and the Stock Purchase Agreement as amended hereby,
have been duly authorized, executed and delivered by it and constitute its
legal, valid and binding obligations enforceable in accordance with their terms.
(b) The representations and warranties set forth in Section 6 of the Stock
Purchase Agreement before and after giving effect to this Amendment are true and
correct in all material respects with the same effect as if made on the date
hereof, except to the extent such representations and warranties expressly
relate to an earlier date are or amended pursuant to this amendment.
SECTION 9. Condition to Effectiveness. The amendments to the Stock
--------------------------
Purchase Agreement set forth in this Amendment shall become effective when
Cravath, Swaine & Moore, counsel to Seller, shall have received counterparts of
this Amendment which, when taken together, bear the signatures of the Company,
Seller, Buyers and Centre Partners.
SECTION 10. Stock Purchase Agreement. Except as specifically amended
------------------------
hereby, the Stock Purchase Agreement shall continue in full force and effect in
accordance with the provisions thereof as in existence on the date hereof. After
the date hereof, any reference to the Stock Purchase Agreement shall mean the
Stock Purchase Agreement as amended hereby.
SECTION 11. Governing Law. This Amendment shall be governed by and
--------------
construed in accordance with the internal
<PAGE>
5
laws of the State of New York applicable to agreements made and to be performed
entirely within such State, without regard to the conflicts of law principles of
such State.
SECTION 12. Counterparts. This Amendment may be executed in one or more
-------------
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the parties and delivered to the other party.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first written above.
FIREARMS TRAINING SYSTEMS INTERNATIONAL N.V.,
by /s/ Jody Scheckter
--------------------------
Name: Jody Scheckter
Title: Director
FIREARMS TRAINING SYSTEMS, INC.
by /s/ Clare Fawkes
--------------------------
Name: Clare Fawkes
Title: Secretary
<PAGE>
6
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/ Jonathan H. Kagan
--------------------------
Managing Director
CENTRE PARTNERS COINVESTMENT, L.P.
CENTRE PARALLEL MANAGEMENT PARTNERS, L.P.
by Centre Partners II, LLC, as general partner
by /s/ Jonathan H. Kagan
--------------------------
Managing Director
<PAGE>
7
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/ Jonathan H. Kagan
--------------------------
Managing Director
CENTRE PARTNERS MANAGEMENT LLC
by /s/ Jonathan H. Kagan
--------------------------
Managing Director
<PAGE>
EXHIBIT 3.01
CERTIFICATE OF INCORPORATION
OF
FIREARMS TRAINING SYSTEMS, INC.
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto and known, identified and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:
FIRST: The name of the corporation (hereinafter called the "corporation")
-----
is FIREARMS TRAINING SYSTEMS, INC.
SECOND: The address, including street, number, city and county, of the
------
registered office of the corporation in the State of Delaware is 100 West Tenth
Street, City of Wilmington, County of New Castle; and the name of the registered
agent of the corporation in the State of Delaware at such address is The
Corporation Trust Company.
<PAGE>
THIRD: The nature of the business and of the purposes to be conducted and
-----
promoted by the corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.
FOURTH: The total number of shares which the corporation shall have
------
authority to issue is ONE THOUSAND (1,000) shares of common stock, par value
$1.00 per share.
FIFTH: The name and the mailing address of the incorporator are as
-----
follows:
John W. Roberts
Roberts & Cousins, P.C.
3001 Summer Street
P.O. Box 3860
Stamford, CT 06905
SIXTH: The corporation shall have perpetual existence.
-----
SEVENTH: After the adoption of the initial by-laws of the corporation by
-------
the incorporator, and thereafter, the Board of Directors is expressly authorized
to make, alter and repeal the by-laws, which authorization shall not divest or
limit the power of the stockholders to adopt, amend or repeal the by-laws.
EIGHTH: Elections of directors need not be by written ballot unless the
------
by-laws of the corporation shall so provide.
NINTH: The books of the corporation may be kept outside the State of
-----
Delaware at such place or places as may be designated from
-2-
<PAGE>
time to time by the Board of Directors or in the by-laws of the corporation.
TENTH: The corporation reserves the right to amend, alter, change or
-----
repeal any provision contained in this certificate of incorporation in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
-3-
<PAGE>
I, the undersigned, for the purpose of forming a corporation under the laws
of the State of Delaware do make, file and record this certificate and do
certify that the facts herein stated are true and I have accordingly set my hand
this 4th day of May, 1984.
/s/ John W. Roberts
----------------------
John W. Roberts
Incorporator
-4-
STATE OF CONNECTICUT
ss: Stamford May 4, 1984
COUNTY OF FAIRFIELD
The foregoing instrument was acknowledged before me this 4th day of May,
1984, by John W. Roberts.
/s/ Mary H. Steegh
-----------------------------------
Notary Public
My Commission Expires: 3/31/88
<PAGE>
EXHIBIT 3.02
CERTIFICATE
FOR RENEWAL AND REVIVAL OF CERTIFICATE OF INCORPORATION
Firearms Training Systems, Inc., a corporation organized under the laws of
Delaware, the Certificate of Incorporation of which was filed in the office of
the Secretary of State on the 11th day of May, 1984 and thereafter voided for
non-payment of taxes, now desiring to procure a revival of its Certificate of
Incorporation, hereby certifies as follows:
1. The name of the corporation is Firearms Training Systems, Inc.
2. Its registered office in the State of Delaware is located at
Corporation Trust Center, 1209 Orange Street, City of Wilmington, county of New
Castle and the name of its registered agent at such address is The Corporation
Trust Company.
3. The date when revival of the Certificate of Incorporation of this
corporation is to commence is the 28th day of February, 1993, same being prior
to the date the Certificate of Incorporation is to be perpetual.
4. This corporation was fully organized under the laws of Delaware and
carried on the business authorized by its Certificate of Incorporation until the
1st day of March, 1993, at which time its Certificate of Incorporation became
inoperative and void for non-payment of taxes and this Certificate for Renewal
and Revival is filed by authority of the duly elected directors of the
corporation in accordance with the laws of Delaware.
<PAGE>
IN WITNESS WHEREOF, said Firearms Training Systems, Inc. in compliance with
Section 312 of Title 8 of the Delaware Code has caused this Certificate to be
signed by JODY SCHECKTER its last and acting President, and attested by CLARE
FAWKES its last and acting Secretary, this day 21st of September, 1993.
By: /s/ Jody Scheckter
---------------------------
Last and Acting President
ATTEST:
By: /s/ Clare Fawkes
_________________________
Last and Acting Secretary
<PAGE>
EXHIBIT 3.03
CERTIFICATE OF AMENDMENT
------------------------
OF
--
CERTIFICATE OF INCORPORATION
----------------------------
OF
--
FIREARMS TRAINING SYSTEMS, INC.
-------------------------------
Pursuant to Section 242 of the General
--------------------------------------
Corporation Law of the State of Delaware
----------------------------------------
FIREARMS TRAINING SYSTEMS, INC. (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, DOES HEREBY CERTIFY:
FIRST: That, in lieu of a meeting of the Board of Directors of the
Corporation, resolutions were duly adopted by written unanimous consent of all
the directors setting forth a proposed amendment to the Certificate of
Incorporation of the Corporation, declaring said amendment to be advisable and
directing the submission of said amendment to the sole holder of all the
outstanding shares of Common Stock of the Corporation (the only shares entitled
to vote thereon) for consideration thereof. The resolution of the Board
<PAGE>
2
of Directors of the Corporation setting forth the proposed amendment is as
follows:
RESOLVED, that the Board of Directors of the Corporation hereby
declares it advisable that the Certificate of Incorporation of the Corporation
be amended as follows:
(a) Article Fourth thereof shall be amended so that, as amended,
Article Fourth shall be and read in its entirety as follows:
"FOURTH: The Corporation is authorized to issue three classes of
------
shares to be designated respectively as Preferred Stock, Class A Common Stock
and Class B Non-voting Common Stock. The total number of shares of Preferred
Stock the Corporation shall have authority to issue shall be 200,000, $.10 par
value, and the total number of shares of Class A Common Stock the Corporation
shall have the authority to issue shall be 41,000,000, $.00001 par value, and
the total number of shares of Class B Non-voting Common Stock the corporation
shall have the authority to issue shall be 8,500,000, $.00001 par value.
Each holder of Class A Common Stock shall be entitled to one vote for
each share held of record on all matters on which stockholders generally are
entitled to vote, and holders of Class B Non-voting Common Stock shall have and
possess no voting rights whatsoever except as may be explicitly imposed by
statute in particular situations.
<PAGE>
3
Each and every share of Class A Common Stock and Class B Non-voting
Common Stock shall be in every respect identical and entitled to share and share
alike without preference or discrimination in all rights, advantages, benefits,
privileges, dividends, rights on distribution and winding up except as to voting
powers which as aforementioned shall be vested in the holders of the Class A
Common Stock.
Each holder of Class B Non-voting Common Stock is entitled to convert
at the holder's election and at any time any or all of such holder's Class B
Non-voting Common Stock into shares of Class A Common Stock at the rate of one
share of Class B Non-voting Common Stock for one share of Class A Common Stock.
The Preferred Stock may be issued from time to time in one or more
series pursuant to a resolution or resolutions providing for such issue duly
adopted by the Board of Directors (authority to do so being hereby expressly
vested in the Board). The Board of Directors is further authorized to determine
or alter the voting powers, full or limited, and other rights, preferences,
privileges and restrictions granted to or imposed upon any wholly unissued
series of Preferred Stock and to fix the number of shares of any series of
Preferred Stock and the designation of any such series of Preferred Stock. The
Board of Directors, within the limits and restrictions stated in any resolution
or resolutions of the Board of Directors originally fixing the number of shares
constituting any series of Preferred Stock, may increase or decrease (but not
below the number of shares of any such series then outstanding) the number of
shares of any such series subsequent to the issuance of shares of such series.
<PAGE>
4
When this amended Certificate of Incorporation becomes effective (the
"Effective Time"), (i) each share of Common Stock, par value $1.00 per share
("Existing Common Stock"), issued and outstanding at such time shall be changed
into and become, without further stockholder action, 100,000 shares of Class A
Common Stock, par value $.00001 per share ("New Class A Common Stock"), and (ii)
existing certificates representing shares of Existing Common Stock shall
thereupon and thereafter represent 100,000 shares of New Class A Common Stock
for each share of Existing Common Stock previously represented thereby. If a
holder of record (immediately prior to the Effective Time) of shares of Existing
Common Stock outstanding immediately prior to the Effective Time presents to the
Corporation a certificate or certificates which represented such shares, then
the Corporation shall issue to such holder of record, in exchange for the
surrender and cancellation of such certificate or certificates, a certificate or
certificates representing the
<PAGE>
5
shares of New Class A Common Stock into which such shares of Existing Common
Stock were changed pursuant to this paragraph."; and
(b) adding a new Article Eleventh thereto which shall be and read in
its entirety as follows:
"ELEVENTH: No director shall be personally liable to the Corporation
--------
or any of its stockholders for monetary damages for breach of fiduciary duty as
a director, except for liability (a) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (c) pursuant to Section 174 of the Delaware General Corporation Law, or (d)
for any transaction from which the director derived an improper personal
benefit. Any repeal or modification of this Article ELEVENTH by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification with respect to acts or omissions occurring prior to such repeal
or modification.
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
<PAGE>
6
fees), judgments, fines and amounts in connection with such action, suit or
proceeding, in accordance with the laws of the State of Delaware, and to the
full extent permitted by such laws except as the By-laws of the Corporation may
otherwise provide. Such indemnification shall not be deemed exclusive of any
other rights to which those seeking indemnification may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors or otherwise,
including insurance purchased and maintained by the Corporation, both as to
action in his or her official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person."
and directs that such amendment be submitted to the sole stockholder of the
Corporation for approval and adoption in accordance with the General Corporation
Law of the State of Delaware.
SECOND: That thereafter, in lieu of a meeting and vote of
stockholders, the sole holder of Common Stock of the Corporation has given
written consent to said amendment in accordance with Section 228 of the General
Corporation Law of the State of Delaware.
<PAGE>
7
THIRD: That said amendment was duly adopted in accordance with the
provisions of Sections 242 and 228 of the General Corporation Law of the State
of Delaware.
<PAGE>
8
IN WITNESS WHEREOF, Firearms Training Systems, Inc. has caused this
Certificate to be signed by Jody Scheckter, its President and attested by Clare
Fawkes, its Secretary, this 30th day of July, 1996.
Firearms Training Systems, Inc.
by /s/ Jody Scheckter
---------------------------
Name: Jody Scheckter
Title: President
ATTEST: Clare Fawkes
by /s/ Clare Fawkes
------------------
Clare Fawkes
Secretary
<PAGE>
EXHIBIT 3.04
CERTIFICATE OF DESIGNATIONS
---------------------------
OF
--
SENIOR PREFERRED STOCK
----------------------
OF
--
FIREARMS TRAINING SYSTEMS, INC.
-------------------------------
_________________________________________________
Pursuant to Section 151 of the General
--------------------------------------
Corporation Law of the State of Delaware
----------------------------------------
__________________________________________________
Firearms Training Systems, Inc. (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware (the "DGCL"), hereby certifies as follows:
FIRST: The Certificate of Incorporation, as amended, of the Corporation
authorizes the issuance of up to 200,000 shares of Preferred Stock, par value
$.10 per share (the "Preferred Stock") in one or more series pursuant to a
resolution providing for such issue adopted by the Board of Directors, and
further authorizes the Board of Directors of the Corporation to (i) determine or
alter the voting powers, full or limited, and other rights, preferences,
privileges and restrictions granted to or imposed upon any wholly unissued
series of Preferred Stock, (ii) fix the number of shares of any series of
Preferred Stock and the designation of any such series of Preferred Stock and
(iii) within the limits and restrictions stated in any resolution or resolutions
of the Board of Directors of the Corporation originally fixing the number of
shares constituting any series of Preferred Stock, increase or decrease (but not
below the number of shares of any such series then outstanding) the number of
shares of any such series subsequent to the issuance of shares of such series.
SECOND: On July 31, 1996, the Board of Directors of the Corporation adopted
the following resolution authorizing the creation and issuance of a series of
said Preferred Stock to be known as Senior Preferred Stock.
RESOLVED, that pursuant to the authority vested in the Board of Directors
of the Corporation in accordance with the provisions of its Certificate of
Incorporation, as amended, a series of Preferred Stock of the Corporation be,
and it hereby is, created, and that the designation and amount thereof and the
voting powers, full or limited, and other rights, preferences, privileges and
restrictions granted to or imposed upon such series of Preferred Stock are as
set forth in the Corporation's Certificate of Incorporation and in this
Certificate of Designations as follows:
<PAGE>
1. Designation and Amount. The shares of such series of Preferred Stock
----------------------
shall be designated as "Senior Preferred Stock" (the "Senior Preferred Stock"),
and the number of shares constituting such series shall be 10,000. The initial
liquidation preference of the Senior Preferred Stock shall be $1,000 per share
(the "Stated Liquidation Value").
2. Rank. (a) The Senior Preferred Stock shall, with respect to dividend
----
rights and rights on liquidation, winding up and dissolution, rank (i) senior to
both the Corporation's Class A Common Stock, par value $.00001 per share (the
"Voting Common Stock") and the Corporation's Class B Non-voting Common Stock,
par value $.00001 per share (collectively with the Voting Common Stock, the
"Common Stock"), and to all classes and series of stock of the Corporation
(including, without limitation, the Junior Preferred Stock authorized by
resolution of the Board of Directors of the Corporation adopted on July 31,
1996) now or hereafter authorized, issued or outstanding which by their terms
expressly provide that they are junior to the Senior Preferred Stock or which do
not specify their rank (collectively with the Common Stock, the "Junior
Securities") and (ii) on a parity with each class of capital stock or series of
preferred stock issued by the Corporation after the date hereof the terms of
which specifically provide that such class or series will rank on a parity with
the Senior Preferred Stock as to dividend distributions and distributions upon
the liquidation, winding up and dissolution of the Corporation (collectively
referred to as "Parity Securities"), provided that any such securities whose
--------
issuance was not approved by the requisite number of holders of shares of Senior
Preferred Stock as provided in Section 8(b) hereof shall be deemed to be Junior
Securities and not Parity Securities. No class of capital stock or series of
preferred stock may be created by the Corporation which ranks senior to the
Senior Preferred Stock as to dividend distributions or distributions upon the
liquidation, winding up and dissolution of the Corporation unless the creation
of such a class of capital stock or series of preferred stock is approved by
holders of two-thirds of the shares of the Senior Preferred Stock.
(b) So long as any shares of the Senior Preferred Stock are outstanding,
without the prior consent of the holders of a majority of the shares of
outstanding Senior Preferred Stock, the Corporation shall not (i) make any
payment on account of, or set apart for payment money for a sinking or other
similar fund for, the purchase, redemption or retirement of, any Junior
Securities or any warrants, rights, calls or options exercisable for or
convertible into any Junior Securities, whether directly or indirectly, and
whether in cash, obligations or shares of the Corporation or other property
(other than dividends or distributions payable in additional shares of Junior
Securities to holders of Junior Securities or shares of Junior Securities
issuable upon conversion of any Junior Securities and other than purchases of
Junior Securities from employees in an aggregate amount since July 31, 1996 (net
of all amounts received or accrued by the Company from employees upon the
exercise of stock options issued under the Company's stock option plan for
directors, officers, employees and consultants) not in excess of $100,000), or
permit any corporation or other entity directly or indirectly controlled by the
Corporation to purchase or redeem any Junior Securities or any warrants, rights,
calls or options exercisable for or convertible into any Junior Securities or
(ii) declare, pay or set apart for payment any dividend or make any
-2-
<PAGE>
distribution or payment on any Junior Securities, whether directly or indirectly
and whether in cash, obligations or shares of the Corporation or other property
(other than dividends or distributions payable in additional shares of Junior
Securities to holders of Junior Securities or shares of Junior Securities
issuable upon conversion of any Junior Securities).
(c) So long as any shares of the Senior Preferred Stock are outstanding,
the Corporation shall not (i) make any payment on account of, or set apart for
payment money for a sinking or other similar fund for, the purchase, redemption
or retirement of, any Parity Securities or any warrants, rights, calls or
options exercisable for or convertible into any Parity Securities, whether
directly or indirectly, and whether in cash, obligations or shares of the
Corporation or other property, or permit any corporation or other entity
directly or indirectly controlled by the Corporation to purchase or redeem any
Parity Securities or any warrants, rights, calls or options exercisable for or
convertible into any Parity Securities, unless prior to or at the time of such
payment or setting apart for payment or purchase or redemption, the Corporation
shall have repurchased, redeemed or retired shares of Senior Preferred Stock on
a pro rata basis, in proportion to the respective Liquidation Preferences, as
defined in the applicable Certificates of Designations, of the Senior Preferred
Stock and the Parity Securities as to which such sinking fund or similar fund
payment, or such purchase or redemption, is being effected or (ii) declare, pay
or set apart for payment any dividend or make any distribution or payment on any
Parity Securities, whether directly or indirectly and whether in cash,
obligations or shares of the Corporation or other property, unless prior to or
at the time of such declaration, payment, setting apart for payment or
distribution, as the case may be, the Corporation shall have paid all accrued
and unpaid dividends on the outstanding shares of Senior Preferred Stock and
shall have made provision for payment in cash of the Dividend Amount for the
then current Quarterly Dividend Period; provided, that whenever dividends on the
--------
Senior Preferred Stock are in arrears, the Corporation may declare and pay
dividends on a pro rata basis on the Senior Preferred Stock and the Parity
Securities on which dividends are payable in arrears, in proportion to the
respective amounts of dividends in arrears upon all such outstanding shares of
Senior Preferred Stock and such Parity Securities.
3. Dividends. (a) The holders of shares of Senior Preferred Stock shall be
---------
entitled to receive, when, as and if declared by the Board of Directors, out of
funds legally available therefor, dividends with respect to the Initial Dividend
Period and each quarterly dividend period thereafter (each a "Quarterly Dividend
Period"), which Quarterly Dividend Periods shall end on January 31, April 30,
July 31 and October 31 of each year (each such date, a "Dividend Payment Date").
The dividends payable on each Dividend Payment Date with respect to the
Quarterly Dividend Period ending on such date shall equal the Dividend Amount
with respect to such Quarterly Dividend Period. Dividends shall be payable only
in cash to holders of record at the close of business on the date specified by
the Board of Directors at the time such Dividend Amount is declared (the "Record
Date"), commencing on the Dividend Payment Date next succeeding the Issue Date.
Any such Record Date shall be not less than 10 days and not more than 30 days
prior to the relevant Dividend Payment Date. All dividends paid with respect to
shares of Senior Preferred Stock shall be paid pro
-3-
<PAGE>
rata to the holders entitled thereto. Dividends on the Senior Preferred Stock
shall accrue and be cumulative (whether or not declared and whether or not funds
are legally available for the payment thereof) from the Issue Date. Accrued but
unpaid dividends shall not bear interest.
(b) Dividends payable on the Senior Preferred Stock for any period less
than a full Quarterly Dividend Period shall be computed on the basis of a 360-
day year of twelve 30-day months.
4. Liquidation Preference. (a) In the event of any voluntary or involuntary
----------------------
liquidation, dissolution or winding up of the affairs of the Corporation, the
holders of shares of Senior Preferred Stock then outstanding shall be entitled
to be paid out of the assets of the Corporation available for distribution to
its stockholders an amount in cash equal to 100% of the Stated Liquidation Value
for each share outstanding, plus an amount in cash equal to all accrued and
unpaid dividends thereon to the date of liquidation, dissolution or winding up
(such amount the "Liquidation Preference"), before any payment shall be made or
any assets distributed to the holders of any of the Junior Securities. If the
assets of the Corporation are not sufficient to pay in full the Liquidation
Preference payable to the holders of outstanding shares of the Senior Preferred
Stock and any Parity Securities, then the holders of all such shares shall share
ratably in such distribution of assets in accordance with the amount which would
be payable on such distribution if the amounts to which the holders of
outstanding shares of Senior Preferred Stock and the holders of outstanding
shares of such Parity Securities are entitled were paid in full.
(b) For the purposes of this Section 4, neither the voluntary sale,
conveyance, exchange or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all of the property or assets of the
Corporation nor the consolidation or merger of the Corporation with any one or
more other corporations shall be deemed to be a voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, unless such voluntary
sale, conveyance, exchange or transfer shall be in connection with a plan of
liquidation, dissolution or winding up of the Corporation.
5. Redemption.
----------
(a) Optional Redemption. The Corporation shall not redeem any shares of
-------------------
the Senior Preferred Stock, except as provided in Sections 5(b) and 5(c) below.
(b) Mandatory Redemption.
--------------------
(i) Whenever the Corporation shall prepay the Bridge Notes, it
will simultaneously redeem the Senior Preferred Stock on a pro rata basis
--- ----
at a redemption price per share equal to 100% of the Stated Liquidation
Value thereof, together with all accrued and unpaid dividends thereon to
the date of redemption (the "Redemption Price"). For purposes of this
Section 5(b)(i), redemption on a "pro rata basis" shall mean that the
--- ----
Stated Liquidation Value of the shares of Senior Preferred Stock to be
-4-
<PAGE>
redeemed shall bear the same ratio, as nearly as may be, to the Stated
Liquidation Value of all shares of Senior Preferred Stock then outstanding
as the principal amount of the Bridge Notes then prepaid shall bear to the
aggregate principal amount of all Bridge Notes then outstanding.
(ii) On July 31, 2006, all shares of Senior Preferred Stock shall
be redeemed at the Redemption Price.
(c) Redemption Upon Change in Control. If a Change in Control (as
---------------------------------
defined in the Securities Purchase Agreement) has occurred, the Company shall
immediately notify each holder of record of Senior Preferred Stock thereof, and
any such holder, by notice to the Company, shall have the right to require the
Company to redeem its shares of Senior Preferred Stock at the Redemption Price
on the date specified in such holder's notice; provided, that the Corporation
--------
shall effect such redemption only if then permitted by the terms of the Senior
Debt (as defined in the Bridge Notes).
6. Procedure for Redemption. (a) In the event that the Corporation
------------------------
shall redeem shares of Senior Preferred Stock pursuant to Section 5(b) hereof,
the Corporation shall give written notice of such redemption by first-class
mail, postage prepaid, simultaneously with giving notice of prepayment to
holders of Bridge Notes, to each holder of record of Senior Preferred Stock to
be redeemed at its address as it appears in the records of the Corporation.
Each such notice shall state: (i) the redemption date; (ii) the number of shares
of Senior Preferred Stock to be redeemed and, if less than all of the shares
held by such holder are to be redeemed, the number of such shares to be
redeemed; (iii) the applicable Redemption Price; and (iv) that dividends on the
shares to be redeemed will cease to accrue on such redemption date. Any
redemption of less than all the shares of Senior Preferred Stock pursuant to
Section 5(b) shall be made on a pro rata basis to all holders of Senior
--- ----
Preferred Stock.
(b) Notice by the Corporation having been mailed as provided in
Section 6(a) hereof, or notice of election having been given by the holders as
provided in Section 5(c) hereof, and provided that on or before the applicable
redemption date funds necessary for such redemption shall have been set aside by
the Corporation, separate and apart from its other funds, in trust for the pro
rata benefit of the holders of the shares so called for or entitled to
redemption, so as to be and to continue to be available therefor, then, from and
after the redemption date, dividends on the shares of Senior Preferred Stock so
called for or entitled to redemption shall cease to accrue, and said shares
shall no longer be deemed to be outstanding and shall not have the status of
shares of Senior Preferred Stock, and all rights of the holders thereof as
stockholders of the Corporation (except the right to receive the applicable
Redemption Price) shall cease unless the Corporation defaults in the payment of
the Redemption Price, in which case all rights of the holders of Senior
Preferred Stock, including all rights pursuant to 8(a) hereof, shall continue
until the redemption price is paid.
-5-
<PAGE>
(c) Certificates for shares of Senior Preferred Stock to be redeemed
may be surrendered at the principal office of the Corporation or such other
place as the Corporation may designate. Upon surrender of the certificates for
any shares so redeemed (properly endorsed or assigned for transfer, if the Board
of Directors of the Corporation shall so require and a notice by the Corporation
shall so state), such shares shall be redeemed by the Corporation at the
applicable redemption price as aforesaid. In case fewer than all the shares
represented by any such certificate are redeemed, the Corporation shall issue a
new certificate or certificates representing the unredeemed shares without cost
to the holder thereof.
(d) The Corporation shall take such actions as are necessary
(including, without limitation, conducting an appraisal of the assets and
liabilities of the Corporation) in order to establish the availability of funds
legally available for any required redemption.
7. Reacquired Shares. Shares of Senior Preferred Stock that have been
-----------------
issued and reacquired in any manner, including shares reacquired by purchase or
redemption, shall (upon compliance with any applicable provisions of the laws of
the State of Delaware) have the status of authorized and unissued shares of the
class of Preferred Stock undesignated as to series and, subject to the approval
of the holders of the Senior Preferred Stock as provided in Section 8(b) hereof,
may be redesignated and reissued as part of any series of Preferred Stock other
than the Senior Preferred Stock.
8. Voting Rights.
-------------
In addition to any voting rights provided by law, the holders of
Senior Preferred Stock shall have the following voting rights:
(a) Voting Rights Upon Certain Events.
---------------------------------
(i) If at any time the Corporation shall (A) fail to pay in full
on a timely basis all dividends accrued on the Senior Preferred Stock for
two consecutive quarters or (B) fail to redeem shares of Senior Preferred
Stock in accordance with the provisions of Sections 5(b) or 5(c) hereof or
shall have failed to pay the aggregate Redemption Price in full on any
redemption date specified with respect to any redemption, then in either
case (A) or (B), the number of directors constituting the Board of
Directors of the Corporation shall, without further action, be increased by
one and the holders of all outstanding shares of Senior Preferred Stock,
voting separately as a class and to the exclusion of the holders of all
other classes and series of stock of the Corporation, shall be entitled to
elect a director of the Corporation to fill such newly created
directorship.
(ii) Whenever such voting right set forth in Section 8(a)(i)
shall have vested as aforesaid, such right may be exercised initially
either at a special meeting of the holders of Senior Preferred Stock,
called as hereinafter provided, at any annual
-6-
<PAGE>
meeting of stockholders held for the purpose of electing directors, or by
the written consent of the holders of Senior Preferred Stock without a
meeting pursuant to Section 228 of the DGCL and thereafter at such annual
meeting or by written consent. Such voting right shall continue until such
time as all dividends and the Redemption Price owing to holders of Senior
Preferred Stock shall have been paid in full, at which time such special
voting right of the holders of Senior Preferred Stock shall terminate,
subject to re-vesting in the event of each and every recurrence of any
event triggering such voting right.
(iii) At any time after such voting power referred to in this
Section 8(a) shall have been so vested in shares of Senior Preferred Stock
and such right shall not already have been exercised by written consent as
aforesaid, the Secretary of the Corporation may, and upon the written
request of the holders of record of at least 10% of the outstanding shares
of Senior Preferred Stock entitled to vote thereon (addressed to the
Secretary of the Corporation at the principal office of the Corporation)
shall, call a special meeting of the holders of Senior Preferred Stock for
the election of the director to be elected by them as herein provided.
Such call shall be made by notice to each holder by first-class mail,
postage prepaid at its address as it appears in the records of the
Corporation, and such notice shall be mailed at least 10 days but no more
than 20 days before the date of the special meeting, or as required by law.
Such meeting shall be held at the earliest practicable date upon the notice
required for special meetings of stockholders at the place designated by
the Secretary of the Corporation. If such meeting shall not be called by a
proper officer of the Corporation within 15 days after receipt of such
written request by the Secretary of the Corporation, then the holders of
record of at least 10% of the shares of Senior Preferred Stock then
outstanding and entitled to vote thereon may call such meeting at the
expense of the Corporation, and such meeting may be called by such holders
upon the notice required for special meetings of stockholders and shall be
held at the place designated in such notice.
(iv) At any meeting held for the purpose of electing the
directors at which the holders of Senior Preferred Stock shall have the
right to elect one director as provided in this Section 8(a), the presence
in person or by proxy of the holders of a majority of the then outstanding
shares of Senior Preferred Stock entitled to vote thereon shall be required
and be sufficient to constitute a quorum of such series for the election of
directors by such series. At any such meeting or adjournment thereof, (A)
the absence of a quorum of the holders of Senior Preferred Stock shall not
prevent the election of directors other than the director to be elected by
the holders of Senior Preferred Stock, and the absence of a quorum or
quorums of the holders of capital stock entitled to elect such other
directors shall not prevent the election of the director to be elected by
the holders of Senior Preferred Stock, and (B) in the absence of a quorum
of the holders of Senior Preferred Stock, a majority of the holders of
-7-
<PAGE>
Senior Preferred Stock present in person or by proxy shall have the power
to adjourn the meeting for the election of the director which such holders
are entitled to elect, from time to time, without notice (except as
required by law) other than announcement at the meeting, until a quorum
shall be present.
(v) The term of office of any director elected by the holders of
Senior Preferred Stock pursuant to Section 8(a)(i) hereof in office at any
time when the aforesaid voting rights are vested in the holders of Senior
Preferred Stock shall terminate upon the election of his or her successor
at any meeting of stockholders held for the purpose of electing directors.
Upon any termination of the aforesaid voting rights in accordance with
Section 8(a)(ii) hereof, the term of office of the director elected by the
holders of Senior Preferred Stock pursuant to Section 8(a)(i) hereof then
in office thereupon shall terminate, and upon such termination the number
of directors constituting the Board of Directors of the Corporation,
without further action, shall be reduced by one, subject always to the
increase in the number of directors by one in case of the future right of
the holders of Senior Preferred Stock to elect one director as provided in
Section 8(a)(i) hereof.
(vi) In case of a vacancy occurring in the office of any director
so elected pursuant to Section 8(a)(i) hereof, the holders of a majority of
the Senior Preferred Stock then outstanding and entitled to vote thereon
may, at a special meeting of the holders or by written consent as provided
above, elect a successor to hold office for the unexpired term of such
director.
(b) Other Voting Rights. (i) The Certificate of Incorporation of the
-------------------
Corporation shall not be amended in any manner that would materially and
adversely alter or change the powers, preferences or special rights of the
Senior Preferred Stock without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Senior Preferred Stock.
(ii) Without the affirmative vote or consent of the holders of at
least a majority of the outstanding shares of Senior Preferred Stock, the
Corporation shall not after the Issue Date create, authorize or issue any
Parity Securities.
Except as set forth herein, holders of shares of Senior Preferred
Stock shall have no special voting rights and their consent shall not be
required (except to the extent they are entitled to vote as set forth in the
Certificate of Incorporation of the Corporation or herein or by law) for taking
any corporate action.
9. Financial Statements and Other Information. The Corporation shall
------------------------------------------
furnish to each holder of Senior Preferred Stock a copy of all financial
statements and all other materials, information, notices or correspondence
delivered to the holders of the Bridge Notes concurrently with any such delivery
to the holders of the Bridge Notes.
-8-
<PAGE>
10. Certain Covenants. Any holder of Senior Preferred Stock may
-----------------
proceed to protect and enforce its rights and the rights of other such holders
by any available remedy by proceeding at law or in equity to protect and enforce
any such rights, whether for the specific enforcement of any provision in this
Certificate of Designations or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy.
11. Definitions. For the purposes of this Certificate of Designations
-----------
of the Senior Preferred Stock, the following terms shall have the meanings
indicated:
"Affiliate" shall mean, with respect to any Person, any other Person
that, directly or indirectly, controls, is controlled by or is under common
control with such Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling", "controlled by"
and "under common control with"), as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of that Person, whether through the
ownership of voting securities, by contract or otherwise.
"Bridge Notes" shall mean the Senior Subordinated Bridge Notes issued
by the Corporation on July 31, 1996 originally in the aggregate principal amount
of $40,000,000.
"Business Day" shall mean any day (other than a day which is Saturday,
Sunday or a legal holiday in the States of North Carolina or New York) on which
banks are open for business in Charlotte, North Carolina and in the City of New
York.
"Dividend Amount", with respect to any share of Senior Preferred Stock
on any Dividend Payment Date, shall mean (i) the product of 14% and the
Liquidation Preference as of the immediately preceding Dividend Payment Date,
divided by (ii) four; provided that the Dividend Amount with respect to the
--------
Initial Dividend Period shall be an amount equal to 14% per annum of the Stated
Liquidation Value of such share of Senior Preferred Stock during the period from
the Issue Date through such Dividend Payment Date, calculated in accordance with
the principles set forth in Section 3(b) hereof.
"Dividend Payment Date" shall have the meaning set forth in Section
3(a) hereof.
"Initial Dividend Period" shall mean the period commencing on the
Issue Date and ending on the first Dividend Payment Date thereafter.
"Issue Date" shall mean the first date on which shares of Senior
Preferred Stock are issued.
"Junior Securities" shall have the meaning set forth in Section 2(a)
hereof.
-9-
<PAGE>
"Liquidation Preference" shall have the meaning set forth in Section
4(a) hereof.
"Parity Securities" shall have the meaning set forth in Section 2(a)
hereof.
"Person" shall mean an individual or a corporation, partnership,
limited liability company, trust, incorporated or unincorporated association,
joint venture, joint stock company, government (or any agency or political
subdivision thereof) or other entity of any kind.
"Quarterly Dividend Period" shall have the meaning set forth in
Section 3(a) hereof.
"Record Date" shall have the meaning set forth in Section 3(a) hereof.
"Redemption Price" shall have the meaning set forth in Section 5(b)
hereof.
"Securities Purchase Agreement" shall mean the Securities Purchase
Agreement dated as of July 31, 1996 between the Company and NationsBridge
L.L.C., as amended from time to time.
"Stated Liquidation Value" shall have the meaning set forth in Section
1 hereof.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed in its name and on its behalf and attested on this 31st day of July, 1996
by duly authorized officers of the Corporation.
FIREARMS TRAINING SYSTEMS, INC.
By: /s/ Scott Perekslis
---------------------------
Name: Scott Perekslis
Title: Vice President
ATTEST:
By: /s/ Jonathan Kagan
------------------------------------
Name: Jonathan Kagan
Title: Vice President
-10-
<PAGE>
EXHIBIT 3.05
CERTIFICATE OF DESIGNATIONS
---------------------------
OF
--
JUNIOR PREFERRED STOCK
----------------------
OF
--
FIREARMS TRAINING SYSTEMS, INC.
------------------------------
__________________________________________________
Pursuant to Section 151 of the General
--------------------------------------
Corporation Law of the State of Delaware
----------------------------------------
__________________________________________________
Firearms Training Systems, Inc. (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware (the "DGCL"), hereby certifies as follows:
FIRST: The Certificate of Incorporation, as amended, of the
Corporation authorizes the issuance of up to 200,000 shares of Preferred Stock,
par value $.10 per share (the "Preferred Stock") in one or more series pursuant
to a resolution or resolutions providing for such issue adopted by the Board of
Directors, and further authorizes the Board of Directors of the Corporation to
(i) determine or alter the voting powers, full or limited, and other rights,
preferences, privileges and restrictions granted to or imposed upon any series
of Preferred Stock, (ii) fix the number of shares of any series of Preferred
Stock and the designation of any such series of Preferred Stock and (iii) within
the limits and restrictions stated in any resolution or resolutions of the Board
of Directors of the Corporation originally fixing the number of shares
constituting any wholly unissued series of Preferred Stock, increase or decrease
(but not below the number of shares of any such series then outstanding) the
number of shares of any such series subsequent to the issuance of shares of such
series.
SECOND: On July 31, 1996, the Board of Directors of the Corporation
adopted the following resolution authorizing the creation and issuance of a
series of said Preferred Stock to be known as Junior Preferred Stock.
RESOLVED, that pursuant to the authority vested in the Board of
Directors of the Corporation in accordance with the provisions of its
Certificate of Incorporation, as amended, a series of Preferred Stock of the
Corporation be, and it hereby is, created, and that the designation and amount
thereof and the voting powers, full or limited, and other
<PAGE>
rights, preferences, privileges and restrictions granted to or imposed upon such
series of Preferred Stock are as set forth in the Corporation's Certificate of
Incorporation and in this Certificate of Designations as follows:
1. Designation and Amount. The shares of such series of Preferred
----------------------
Stock shall be designated as "Junior Preferred Stock" (the "Junior Preferred
Stock"), and the number of shares constituting such series shall be 5,000. The
initial liquidation preference of the Junior Preferred Stock shall be $1,000 per
share (the "Stated Liquidation Value").
2. Rank. (a) The Junior Preferred Stock shall, with respect to
----
dividend rights and rights on liquidation, winding up and dissolution, rank (i)
senior to both the Corporation's Class A Common Stock, par value $.00001 per
share (the "Voting Common Stock") and the Corporation's Class B Non-voting
Common Stock, par value $.00001 per share (collectively with the Voting Common
Stock, the "Common Stock"), and to all classes and series of stock of the
Corporation now or hereafter authorized, issued or outstanding which by their
terms expressly provide that they are junior to the Junior Preferred Stock or
which do not specify their rank (collectively with the Common Stock, the "Common
Securities"), (ii) on a parity with each class of capital stock or series of
preferred stock issued by the Corporation after the date hereof the terms of
which specifically provide that such class or series will rank on a parity with
the Junior Preferred Stock as to dividend distributions and distributions upon
the liquidation, winding up and dissolution of the Corporation (collectively
referred to as "Parity Securities"), provided that any securities whose issuance
--------
was not approved by the requisite number of holders of shares of Junior
Preferred Stock as provided in Section 5(b) hereof and which are not Senior
Securities, as defined below, shall be deemed to be Common Securities and not
Parity Securities, and (iii) junior to the Corporation's Senior Preferred Stock
authorized by resolution of the Board of Directors of the Corporation adopted on
July 31, 1996 (the "Senior Preferred Stock"), and to each other class of capital
stock or series of preferred stock issued by the Corporation after the date
hereof the terms of which specifically provide that such class or series will
rank senior to the Junior Preferred Stock as to dividend distributions and
distributions upon the liquidation, winding up and dissolution of the
Corporation (collectively referred to as "Senior Securities") provided that any
--------
such securities whose issuance was not approved by the requisite number of
holders of shares of Junior Preferred Stock as provided in Section 5(b) hereof
and which is not Senior Preferred Stock shall be deemed to be Common Securities
and not Senior Securities.
(b) So long as any shares of the Junior Preferred Stock are
outstanding, without the prior consent of the holders of a majority of the
shares of outstanding Junior Preferred Stock, the Corporation shall not (i) make
any payment on account of, or set apart for payment money for a sinking or other
similar fund for, the purchase, redemption or retirement of, any Common
Securities or any warrants, rights, calls or options exercisable for or
convertible into any Common Securities, whether directly or indirectly, and
whether in cash, obligations or shares of the Corporation or other property
(other than dividends or distributions payable in additional shares of Common
Securities to holders of Common
-2-
<PAGE>
Securities or shares of Common Securities issuable upon conversion of Common
Securities and other than purchases of Junior Securities from employees in an
aggregate amount since July 31, 1996 (net of all amounts received or accrued by
the Company from employees upon the exercise of employee stock options issued
under the Company's stock option plan for directors, officers, employees and
consultants) not in excess of $100,000), or permit any corporation or other
entity directly or indirectly controlled by the Corporation to purchase or
redeem any Common Securities or any warrants, rights, calls or options
exercisable for or convertible into any Common Securities or (ii) declare, pay
or set apart for payment any dividend or make any distribution or payment on any
Common Securities, whether directly or indirectly and whether in cash,
obligations or shares of the Corporation or other property (other than dividends
or distributions payable in additional shares of Common Securities to holders of
Common Securities or shares of Common Securities issuable upon conversion of
Common Securities).
(c) So long as any shares of the Junior Preferred Stock remain
outstanding, the Corporation shall not (i) make any payment on account of, or
set apart for payment money for a sinking or other similar fund for, the
purchase, redemption or retirement of, any Parity Securities or any warrants,
rights, calls or options exercisable for or convertible into any Parity
Securities, whether directly or indirectly, and whether in cash, obligations or
shares of the Corporation or other property, or permit any corporation or other
entity directly or indirectly controlled by the Corporation to purchase or
redeem any Parity Securities or any warrants, rights, calls or options
exercisable for or convertible into any Parity Securities, unless prior to or at
the time of such payment or setting apart for payment, the Corporation shall
have repurchased, redeemed or retired shares of Junior Preferred Stork on a pro
rata basis, in proportion to the respective Liquidation Preferences, as defined
in the applicable Certificates of Designations, of the Junior Preferred Stock
and the Parity Securities as to which such sinking fund or similar fund payment,
or such purchase or redemption, is being effected or (ii) declare, pay or set
apart for payment any dividend or make any distribution or payment on any Parity
Securities, whether directly or indirectly and whether in cash, obligations or
shares of the Corporation or other property, unless prior to or at the time of
such declaration, payment, setting apart for payment or distribution, as the
case may be, the Corporation shall have paid all accrued and unpaid dividends on
the outstanding shares of Junior Preferred Stock and shall have made provision
for payment in cash of the Dividend Amount for the then current Quarterly
Dividend Period; provided, that whenever dividends on the Junior Preferred Stock
--------
are in arrears, the Corporation may declare and pay dividends on a pro rata
basis on the Junior Preferred Stock and the Parity Securities on which dividends
are payable in arrears, in proportion to the respective amounts of dividends in
arrears upon all such outstanding shares of Junior Preferred Stock and such
Parity Securities.
(d) So long as any Bridge Notes, any Senior Debt (as defined in the
Bridge Notes), any shares of Senior Preferred Stock or any other Senior
Securities are outstanding or any holders of Senior Debt have any commitment to
extend credit to the Company, the Corporation shall not (i) make any payment on
account of, or set apart for payment money for a sinking or other similar fund
for, the purchase, redemption or retirement of, any shares
-3-
<PAGE>
of Junior Preferred Stock or any warrants, rights, calls or options exercisable
for or convertible into any shares of Junior Preferred Stock, whether directly
or indirectly, and whether in cash, obligations or shares of the Corporation or
other property (other than dividends or distributions payable in additional
shares of Common Securities to holders of Junior Preferred Stock or shares of
Common Securities issuable upon conversion of Junior Preferred Stock or Common
Securities) or permit any corporation or other entity directly or indirectly
controlled by the Corporation to purchase or redeem any shares of Junior
Preferred Stock or any warrants, rights, calls or options exercisable for or
convertible into any shares of Junior Preferred Stock or (ii) declare, pay or
set apart for payment any dividend or make any distribution or payment on any
shares of Junior Preferred Stock, including any dividend or distribution upon
conversion of the Junior Preferred Stock, whether directly or indirectly and
whether in cash, obligations or shares of the Corporation or other property
(other than dividends or distributions payable in shares of Common Securities to
holders of Junior Preferred Stock or shares of Common Securities issuable upon
conversion of Junior Preferred Stock), without the prior written consent of each
holder of any Bridge Notes, each holder of any Senior Debt, each holder of any
shares of the Senior Preferred Stock and each holder of any other Senior
Security.
3. Dividends. Subject to the provisions of Section 2 hereof:
---------
(a) Subject to Section 2(d) hereof, the holders of shares of Junior
Preferred Stock shall be entitled to receive, when, as and if declared by the
Board of Directors, out of funds legally available therefor, dividends with
respect to the Initial Dividend Period and each quarterly dividend period
thereafter (each a "Quarterly Dividend Period"), which Quarterly Dividend
Periods shall end on January 31, April 30, July 31 and October 31 of each year
(each such date, a "Dividend Payment Date"). The dividends payable on each
Dividend Payment Date with respect to the Quarterly Dividend Period ending on
such date shall equal the Dividend Amount with respect to such Quarterly
Dividend Period. Dividends shall be payable only in cash to holders of record
at the close of business on the date specified by the Board of Directors at the
time such Dividend Amount is declared (the "Record Date"), commencing on the
Dividend Payment Date next succeeding the Issue Date. Any such Record Date
shall be not less than 10 days and not more than 30 days prior to the relevant
Dividend Payment Date. All dividends paid with respect to shares of Junior
Preferred Stock shall be paid pro rata to the holders entitled thereto.
Dividends on the Junior Preferred Stock shall accrue and be cumulative (whether
or not declared and whether or not funds are legally available for the payment
thereof) from the Issue Date. Accrued but unpaid dividends shall not bear
interest unless and only to the extent that the Junior Preferred Stock is
converted into Common Stock pursuant to Section 6.
(b) Dividends payable on the Junior Preferred Stock for any period
less than a full Quarterly Dividend Period shall be computed on the basis of a
360-day year of twelve 30-day months.
-4-
<PAGE>
4. Liquidation Preference. Subject to the provisions of Section 2
----------------------
hereof:
(a) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation, after payment in
full in cash has been made to all holders of Senior Securities of the
liquidation preferences attributable thereto the holders of shares of Junior
Preferred Stock then outstanding shall be entitled to be paid out of the
remaining assets of the Corporation available for distribution to its
stockholders an amount in cash equal to 100% of the Stated Liquidation Value for
each share outstanding, plus an amount in cash equal to all accrued and unpaid
dividends thereon to the date of liquidation, dissolution or winding up (such
amount the "Liquidation Preference"), before any payment shall be made or any
assets distributed to the holders of any of the Junior Securities. If the
assets of the Corporation are not sufficient to pay in full the Liquidation
Preference payable to the holders of outstanding shares of the Junior Preferred
Stock and any Parity Securities, then the holders of all such shares shall share
ratably in such distribution of assets in accordance with the amount which would
be payable on such distribution if the amounts to which the holders of
outstanding shares of Junior Preferred Stock and the holders of outstanding
shares of such Parity Securities are entitled were paid in full.
(b) For the purposes of this Section 4, neither the voluntary sale,
conveyance, exchange or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all of the property or assets of the
Corporation nor the consolidation or merger of the Corporation with any one or
more other corporations shall be deemed to be a voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, unless such voluntary
sale, conveyance, exchange or transfer shall be in connection with a plan of
liquidation, dissolution or winding up of the Corporation.
5. Voting Rights.
-------------
In addition to any voting rights provided by law, the holders of
Junior Preferred Stock shall have the following voting rights:
(a) The Certificate of Incorporation of the Corporation shall not be
amended in any manner that would materially and adversely alter or change the
powers, preferences or special rights of the Junior Preferred Stock without the
affirmative vote of the holders of at least two-thirds of the outstanding shares
of Senior Preferred Stock.
(b) Without the affirmative vote of the holders of at least a majority
of the outstanding shares of Junior Preferred Stock, the Corporation shall not
after the Issue Date create, authorize or issue any Parity Securities or Senior
Securities (other than the shares of Senior Preferred Stock authorized on the
Issue Date).
(c) Following the exercise of the option set forth in Section 3 of the
Equity Exchange Agreement dated July 31, 1996, the holders of the Junior
Preferred Stock will
-5-
<PAGE>
have the voting rights they would have if the shares of Junior Preferred Stock
had been converted into shares of Common Stock.
Except as set forth herein, holders of shares of Junior Preferred
Stock shall have no special voting rights and their consent shall not be
required (except to the extent they are entitled to vote as set forth in the
Certificate of Incorporation of the Corporation or herein or by law) for taking
any corporate action.
6. Conversion of Junior Preferred Stock and Related Matters. (A)
--------------------------------------------------------
Subject to and upon compliance with the provisions of this Section 6, the holder
of a share of Junior Preferred Stock shall have the right, at such holder's
option, at any time on or prior to January 31, 1998 (the "Final Conversion
Termination Date"), except that, if such share is called for redemption, not
after the close of business on the date fixed for such redemption unless default
shall be made in the payment of the redemption price, to convert such share into
that number of fully paid and nonassessable shares of Voting Common Stock
(calculated as to each conversion to the nearest 1/1,000th of a share) obtained
by dividing the Stated Liquidation Value of such share being converted by the
Conversion Price (as defined below) and by surrender of such share so to be
converted, such surrender to be made in the manner provided in subsection (B) of
this Section 6. Notwithstanding the foregoing, in the event the issuance of
Common Stock pursuant to this Section 6 shall be prohibited pursuant to the
terms of the Credit Agreement (as defined below) as a result of the occurrence
of an Event of Default or a Default as defined in the Credit Agreement at any
time during the period commencing December 15, 1997, the Final Conversion
Termination Date for all holders shall be deemed to be extended to a date 45
days (the "Extension Period") after the first date that such prohibition is no
longer in effect and the Corporation is permitted to issue such Voting Common
Stock. The Corporation shall cause to be transmitted by facsimile
communication, mailed (or airmailed if to an address outside the United States)
or delivered in person or sent by recognized courier or delivery service to the
holder of shares of the Junior Preferred Stock at their addresses as shown on
the stock books of the Corporation notice of the commencement and notice of the
termination of any such Event of Default or Default, stating the consequences
thereof with regard to the exercise of the holders' rights hereunder and, at
least 30 days prior to the expiration of any Extension Period shall notify each
holder as provided above of the extended Final Conversion Termination Date.
The term "Voting Common Stock" means the Corporation's Class A Common
Stock, par value $.00001 per share, the term "Non-voting Common Stock" means the
Corporation's Class B Non-voting Common Stock par value $.00001 per share and
the term "Common Stock" collectively means the Voting Common Stock and the Non-
voting Stock, as such stock may be constituted from time to time.
The term "Conversion Price" means $5.3523207 per share, as adjusted in
accordance with the provisions of this Section 6.
-6-
<PAGE>
(B) In order to exercise the conversion privileges set forth herein,
the holder of each share of Junior Preferred Stock to be converted shall
surrender the certificate representing such share at the office of the
Corporation (in such capacity the Corporation shall sometimes be referred to
herein as the "conversion agent"), with the Notice of Election to Convert on the
back of such certificate completed and signed. Unless the shares issuable to
the holder on conversion of a share of Junior Preferred Stock are to be issued
in the same name as the name in which such share of Series B Preferred Stock is
registered, each share surrendered for conversion shall be accompanied by
instruments of transfer, in form satisfactory to the Corporation, duly executed
by the holder or such holder's duly authorized attorney and an amount sufficient
to pay any transfer or similar tax. Subject to Section 2 hereof, a payment shall
be made by the Corporation in cash out of any funds legally available therefor,
on conversion, in an amount (the "Accrued Preferred Dividend Amount") equal to
the dividends accrued but not paid (whether or not declared) on the Junior
Preferred Stock surrendered for conversion (but not dividends on Voting Common
Stock delivered on such conversion), and any Accrued Preferred Dividend Amount
not so paid by the Corporation at the time of conversion shall, until paid,
accrue interest at a rate equal to 14%, compounded quarterly (computed on the
basis of the actual number of days elapsed over a year of 360 days) until paid
in full in cash. As promptly as practicable after the surrender of the
certificates for shares of Junior Preferred Stock as aforesaid, the Corporation
shall issue and shall deliver at such office to such holder, or on such holder's
written order, a certificate or certificates for the number of full shares of
Voting Common Stock issuable upon the conversion of such shares in accordance
with the provisions of this Section 6, and any fractional interest in respect of
a share of Voting Common Stock arising upon such conversion shall be settled as
provided in subsection (C) of this Section 6.
Each conversion shall be deemed to have been effected immediately
prior to the close of business on the date on which the certificates for shares
of Junior Preferred Stock shall have been surrendered and such notice received
by the Corporation as aforesaid, and the person or persons in whose name or
names any certificate or certificates for shares of Voting Common Stock shall be
issuable upon such conversion shall be deemed to have become the holder or
holders of record of the shares represented thereby at such time on such date
and such conversion shall be at the Conversion Price in effect at such time on
such date. All shares of Voting Common Stock delivered upon conversion of the
Junior Preferred Stock will upon delivery be duly and validly issued, fully paid
and nonassessable, free of all liens and charges, and not subject to any
preemptive rights, except for the liens, if any, pursuant to the pledge
agreements required in connection with the Credit Agreement dated as of July 31,
1996 (the "Credit Agreement") among the Corporation, certain financial
institutions identified therein and NationsBank, N.A. (South), as Agent and
Issuing Bank.
(C) No fractional shares or scrip representing fractions of shares of
Voting Common Stock shall be issued upon conversion of the Junior Preferred
Stock. Instead of any fractional interest in a share of Voting Common Stock
which would otherwise be deliverable upon the conversion of a share of Junior
Preferred Stock, the Corporation shall pay to the holder of such share an amount
in cash (computed to the nearest 1/10th of one
-7-
<PAGE>
cent) equal to the equivalent fraction of the Current Market Price (as defined
below) of the Voting Common Stock on the business day next preceding the day of
conversion. If more than one share shall be surrendered for conversion at one
time by the same holder, the number of full shares of Voting Common Stock
issuable upon conversion thereof shall be computed on the basis of the aggregate
Stated Liquidation Value of the shares of Junior Preferred Stock so surrendered.
(D) The Conversion Price shall be adjusted from time to time as
follows:
(1) In case the Corporation shall hereafter (a) pay a dividend or make
a distribution on the Common Stock in shares of Common Stock, (b) subdivide its
outstanding shares of Common Stock into a greater number of shares, (c) combine
its outstanding shares of Common Stock into a smaller number of shares or (d)
issue by reclassification of, or dividend or other distribution on, the Common
Stock any shares of capital stock of the Corporation, the Conversion Price in
effect immediately prior to such action shall be adjusted so that the holder of
any share of Junior Preferred Stock thereafter surrendered for conversion shall
be entitled to receive the number of shares of Voting Common Stock or other
capital stock of the Corporation which such holder would have owned or been
entitled to receive immediately following such action had such share been
converted immediately prior thereto. An adjustment made pursuant to this
subsection (1) shall become effective immediately after the record date, in the
case of a dividend or distribution, or immediately after the effective date, in
the case of a subdivision, combination or reclassification. If, as a result of
an adjustment made pursuant to this subsection (1), the holder of any share of
Junior Preferred Stock thereafter surrendered for conversion shall become
entitled to receive shares of two or more classes of capital stock or shares of
Voting Common Stock and other capital stock of the Corporation, the Board of
Directors of the Corporation shall determine in good faith the allocation of the
adjusted Conversion Price between or among shares of such classes of capital
stock or shares of Voting Common Stock and other capital stock. Such
determination shall be described in a statement delivered to the holders of
Junior Preferred Stock by the Corporation as soon as practicable.
(2) In case the Corporation shall hereafter issue additional shares of
Common Stock at a price per share less than the Current Market Price (as
hereinafter defined) or shall hereafter issue rights, warrants or options to
purchase shares of Common Stock or securities convertible into or exchangeable
for shares of Common Stock (excluding any such issuance for which an adjustment
has been made pursuant to subsection (1) of this subsection (D)) entitling the
holder thereof to subscribe for or purchase or otherwise obtain shares of Common
Stock at a price per share less than the Current Market Price of the Common
Stock, the Conversion Price shall be reduced so that the same shall equal the
price determined by multiplying the Conversion Price in effect immediately prior
to the record date or effective date mentioned in the next sentence by a
fraction of which the numerator shall be the number of shares of Common Stock
outstanding on the record date or effective date mentioned in the next sentence
plus the number of shares which the aggregate offering price of the total number
of shares so offered would purchase at such Current Market Price, and of
-8-
<PAGE>
which the denominator shall be the number of shares of Common Stock outstanding
on the record date or effective date mentioned in the next sentence plus the
number of additional shares of Common Stock offered for subscription, purchase
or other acquisition. Such reduction shall become effective immediately after
the record date for the determination of stockholders entitled to receive such
rights, warrants, options or other securities or immediately after the issuance
of the securities in the case of an issuance of securities other than an
issuance of securities to holders of outstanding shares of Common Stock;
provided that no adjustment shall be made for the issuance of additional shares
- --------
of Common Stock upon the exercise, conversion or exchange of any other
securities if an adjustment has previously been made upon the issuance of such
other securities.
(3) In case the Corporation shall, by dividend or otherwise, hereafter
distribute to holders of its outstanding shares of Common Stock generally
evidences of its indebtedness, cash or other assets (excluding any regular
periodic cash dividend paid from current or retained earnings of the Corporation
and dividends or distributions payable in stock for which adjustment is made
pursuant to subsection (1) of this subsection (D)), then in each such case the
Conversion Price shall be adjusted so that the same shall equal the price
determined by multiplying the Conversion Price in effect immediately prior to
the record date mentioned in the next sentence by a fraction of which the
numerator shall be the Current Market Price of the Common Stock less the then
fair market value (as determined by the Board of Directors of the Corporation in
its reasonable discretion) of the portion of the evidences of indebtedness, cash
or other assets so distributed (including, in the case of cash dividends or
other cash distributions giving rise to an adjustment, all such cash distributed
concurrently) to the holder of one share of Common Stock, and of which the
denominator shall be such Current Market Price of the Common Stock. Such
adjustment shall become effective immediately after the record date for the
determination of stockholders entitled to receive such distribution; and in the
event that such adjustment is not so made, the conversion price shall again be
adjusted to equal the conversion price in effect immediately prior to such
record date. Such determination of fair market value shall be described in a
statement delivered to the holders of the Junior Preferred Stock by the
Corporation as soon as practicable.
(4) For the purposes of any computation under subsections (2) and (3)
above, the "Current Market Price" per share of Common Stock as of any date of
determination shall mean (w) if shares of Common Stock are traded on a national
-
securities exchange, the average of the reported closing prices for the ten
trading dates preceding the date of determination on the exchange where such
shares are primarily traded, (x) if such shares are not so traded but are traded
-
in the National Association of Securities Dealer Automated Quotation System
("NASDAQ"), National Market System ("NMS"), the average of the reported closing
prices as quoted for the ten trading dates preceding the date of determination
by the NASDAQ NMS, (y) if such shares are not so traded but are traded on the
-
over-the-counter market, the average of the reported closing bid and asked
quotations as quoted for the ten trading dates preceding the date of
determination by NASDAQ or (z) if such shares are not so traded, the Current
-
Market Value per share of Common Stock shall be
-9-
<PAGE>
such value per share of Common Stock as agreed upon by the Corporation and the
holder (or if there is more than one holder of the Series B Preferred Stock, the
holder of holders of a majority of the outstanding Series B Preferred Stock (the
"Majority Holders")) or, if the Corporation and the holder or holders cannot
otherwise agree, the Current Market Value shall be determined by an independent
nationally recognized investment banking firm experienced in valuing businesses
(an "Appraiser") jointly chosen by the Corporation and the Majority Holders or,
if the Corporation and the Majority Holders cannot agree on the selection of an
Appraiser within 10 business days, then each of the Corporation and the Majority
Holders shall choose an Appraiser within 10 business days of the end of such
first 10-day period, and the Current Market Value shall be the value agreed upon
by such Appraisers or, if the two Appraisers cannot so agree, the Current Market
Value shall be the value determined by a third Appraiser, which third Appraiser
shall be chosen by the two Appraisers. If there is only one Appraiser, all
expenses of the Appraiser shall be paid by the Corporation. If there are two
Appraisers, the Majority Holders and the Corporation shall pay all expenses of
the Appraiser chosen by it and share equally the expenses of any third
Appraiser; provided that, notwithstanding the foregoing, for purposes of
subsection (2) of this subsection (D) any issuance of shares of Common Stock or
rights, warrants or options or securities convertible into or exchangeable for
shares of Common Stock (i) which issuance of securities (or the subject rights,
warrants or options or convertible or exchangeable securities, in the case of
shares of Common Stock obtained upon the exercise, conversion or exchange of the
subject securities) is effected on or prior to the earlier of December 31, 1996
and the date on which an initial public offering is consummated and (ii) which
involves a price per share of Common Stock at least equal to $5.3523207 shall be
deemed to be an issuance at a price not less than the Current Market Price of
the Common Stock.
(5) All calculations under this Section 6 shall be made to the nearest
1/10th of one cent or to the nearest 1/1,000th of a share, as the case may be.
(6) Whenever the Conversion Price is adjusted as herein provided, a
notice stating that the Conversion Price has been adjusted and setting forth the
adjusted Conversion Price shall forthwith be transmitted by facsimile
communication, mailed (or airmailed if to an address outside the United States)
or delivered in person or sent by recognized courier or delivery service by the
Corporation to the holders of the Junior Preferred Stock at their addresses as
shown on the stock books of the Corporation.
(7) In the event that any time as a result of an adjustment made
pursuant to subsection (1) of this subsection (D), the holder of any share of
Junior Preferred Stock thereafter surrendered for conversion shall become
entitled to receive any shares of the Corporation other than shares of Voting
Common Stock, thereafter the Conversion Price of such other shares so receivable
upon conversion of any share shall be subject to adjustment from time to time in
a manner and on terms as nearly equivalent as practicable to the provisions with
respect to Voting Common Stock contained in this Section 6.
-10-
<PAGE>
(E) In case:
(1) the Corporation shall declare a dividend (or any other
distribution) on its Common Stock other than a regular periodic cash dividend
payable in cash out of its current or retained earnings; or
(2) the Corporation shall authorize the granting to the holders of the
Common Stock of rights or warrants to subscribe for or purchase any shares of
stock of any class or of any other rights; or
(3) there shall be any capital stock reorganization or
reclassification of the Common Stock (other than a subdivision or combination of
the outstanding Common Stock and other than a change in the par value of the
Common Stock), or any consolidation or merger to which the Corporation is a
party or any statutory exchange of securities with another corporation and for
which approval of any stockholders of the Corporation is required, or any sale
or transfer of all or substantially all the assets of the corporation; or
(4) there shall be a voluntary dissolution, liquidation or winding up
of the Corporation;
then the Corporation shall cause to be transmitted by facsimile communication,
mailed (or airmailed if to an address outside the United States) or delivered in
person or sent by recognized courier or delivery service to the holders of
shares of the Junior Preferred Stock at their addresses as shown on the stock
books of the Corporation, at least 10 calendar days prior to the applicable date
hereinafter specified, a notice stating (I) the date on which a record is to be
taken for the purpose of such dividend, distribution, rights or warrants, or, if
a record is not to be taken, the date as of which the holders of Common Stock of
record to be entitled to such dividend, distribution, rights or warrants are to
be determined, or (II) the date on which such reorganization, reclassification,
consolidation, merger, statutory exchange, sale, transfer, dissolution,
liquidation or winding up is expected to become effective, and the date as of
which it is expected that holders of Common Stock of record shall be entitled to
exchange their shares of Common Stock for securities or other property
deliverable upon such reorganization, reclassification, consolidation, merger,
statutory exchange, sale, transfer, dissolution, liquidation or winding up.
(F) The Corporation covenants that it will at all times reserve and
keep available, free from preemptive rights, out of the aggregate of its
authorized but unissued shares of Common Stock or its issued shares of Common
Stock held in its treasury, or both, for the purpose of effecting conversions of
the Junior Preferred Stock, the full number of shares of Voting Common Stock or
other securities, if any, deliverable upon the conversion of all outstanding
shares of Junior Preferred Stock not theretofore converted. For purposes of
this subsection (F), the number of shares of Voting Common Stock which shall be
-11-
<PAGE>
deliverable upon the conversion of all outstanding shares of Junior Preferred
Stock shall be computed as if at the time of computation all such outstanding
shares were held by a single holder.
The Corporation shall use its best efforts to list the shares of
Voting Common Stock required to be delivered upon conversion of the Junior
Preferred Stock prior to such delivery upon each securities exchange, if any,
upon which the outstanding Common Stock is listed at the time of such delivery.
( G) The Corporation shall pay any and all documentary stamp or
similar issue or transfer taxes payable in respect of the issue or delivery of
shares of Voting Common Stock or conversions of the Junior Preferred Stock
pursuant hereto; provided, however, that the Corporation shall not be required
-------- -------
to pay any tax which may be payable in respect of any transfer involved in the
issue or delivery of shares of Voting Common Stock in a name other than that of
the holder of the Junior Preferred Stock to be converted and no such issue or
delivery shall be made unless and until the person requesting such issue or
delivery has paid to the Corporation the amount of any such tax or has
established, to the satisfaction of the Corporation, that such tax has been
paid.
(H) In case of any consolidation or merger in which the Corporation is
a party (other than a merger in which the Corporation is the continuing
corporation), or in case of any sale or conveyance to another corporation of the
property of the Corporation as an entirety or substantially as an entirety, or
in the case of any statutory exchange of securities with another corporation
(including any exchange effected in connection with the merger of a third
corporation into the Corporation), the holder of each share of Junior Preferred
Stock then outstanding shall have the right thereafter to convert such share
into the kind and amount of securities, cash or other property receivable upon
such consolidation, merger, sale or conveyance or statutory exchange by a holder
of the number of shares of Voting Common Stock into which such share of Junior
Preferred Stock might have been converted immediately prior to such
consolidation, merger, sale or conveyance or statutory exchange, assuming such
holder of Voting Common Stock failed to exercise its rights of election, if any,
as to the kind or amount of securities, cash or other property receivable upon
such consolidation, merger, sale or conveyance or statutory exchange (provided
that if the kind or amount of securities, cash or other property receivable upon
such consolidation, merger, sale or conveyance or statutory exchange is not the
same for each share of Voting Common Stock in respect to which such rights of
election shall not have been exercised ("non-electing share"), then for the
purpose of this subsection (I) the kind and amount of securities, cash or other
property receivable upon such consolidation, merger, sale or conveyance or
statutory exchange for each non-electing share shall be deemed to be the kind
and amount so receivable per share by a plurality of the non-electing shares).
Thereafter, the holders of the Junior Preferred Stock shall be entitled to
appropriate adjustments with respect to their conversion rights to the end that
the provisions set forth in this Section 6 shall correspondingly be made
applicable, as nearly as may reasonably be, in relation to any shares of stock
or other securities or property thereafter deliverable on the conversion of the
-12-
<PAGE>
Junior Preferred Stock. Any such adjustment shall be approved by a firm of
independent public accountants (who may be the regular accountants employed by
the Corporation), evidenced by a certificate to that effect delivered to the
Corporation; and any adjustment so approved shall for all purposes hereof
conclusively be deemed an appropriate adjustment.
The above provisions of this subsection (H) shall similarly apply to
successive consolidations, mergers, sales or conveyances and statutory
exchanges.
(I) Notwithstanding any other provision of this Section 6, no
adjustment shall be made hereunder (including pursuant to the provisions of
subsection (2) of subsection (D) hereof) in the Conversion Price or in the
number of shares of Voting Common Stock or other consideration which the holder
of any share or shares of Junior Preferred Stock shall be entitled to receive as
a result of any of the following events: (i) the issuance of shares of Common
Stock to the Seller pursuant to Section l(c) of the Recapitalization Agreement
(as defined in the Credit Agreement), (ii) the issuance of the Warrants (as
defined in the Credit Agreement), or the issuance of shares of Common Stock upon
exercise thereof or (iii) the Junior Preferred Stock or the issuance of shares
of Common Stock upon the conversion of any share of Junior Preferred Stock.
(J) Status of Converted or Redeemed Junior Preferred Stock. Upon any
------------------------------------------------------
conversion or redemption of shares of Junior Preferred Stock, the shares of
Junior Preferred Stock so converted or redeemed shall have the status of
authorized and unissued shares of Preferred Stock, and the number of shares of
Preferred Stock which the Corporation shall have authority to issue shall not be
decreased by the conversion or redemption of shares of Junior Preferred Stock.
7. Redemption.
----------
(a) Mandatory Redemption. Subject to the provisions of Section 2
--------------------
hereof, the Company shall redeem the Junior Preferred Stock on July 31, 2008 at
a redemption price (the "Redemption Price") per share equal to 100% of the
Stated Liquidation Value thereof, together with accrued but unpaid dividends
thereon, through the date of redemption.
(b) Optional Redemption. Subject to the provisions of Section 2
-------------------
hereof, at any time, upon at least 30 days prior notice in accordance with
subsection (c) of this Section 7, the Corporation may redeem all, but not less
than all, the shares of Junior Preferred Stock at a price per share equal to the
Redemption Price.
(c) Procedure for Redemption. (i) In the event that the Corporation
------------------------
shall redeem shares of Junior Preferred Stock pursuant to this Section 7, the
Corporation shall give written notice of such redemption by facsimile
communication, first-class mail (or airmail if to an address outside the United
States), or by delivery in person or by recognized courier or delivery service,
at least 30 days prior to the proposed date of redemption, to each holder of
record of Junior Preferred Stock to be redeemed as its address as it appears in
the
-13-
<PAGE>
records of the Corporation. Each such notice shall state: (i) the redemption
date; (ii) the number of shares of Junior Preferred Stock to be redeemed; (iii)
the applicable Redemption Price; and (iv) that dividends on the shares to be
redeemed will cease to accrue on such redemption date.
(ii) Notice by the Corporation having been given as provided In
Section 7(c)(i) hereof, and provided that on or before the applicable redemption
date funds necessary for such redemption shall have been set aside by the
Corporation, separate and apart from its other funds, in trust for the pro rata
benefit of the holders of the shares so called for or entitled to redemption, so
as to be and to continue to be available therefor, then, from and after the
redemption date, dividends on the shares of Junior Preferred Stock so called for
or entitled to redemption shall cease to accrue, and said shares shall no longer
be deemed to be outstanding and shall not have the status of shares of Junior
Preferred Stock, and all rights of the holders thereof as stockholders of the
corporation (except the right to receive the applicable Redemption Price) shall
cease unless the Corporation defaults in the payment of the Redemption Price, in
which case all rights of the holders of Junior Preferred Stock shall continue
until the Redemption Price is paid.
(iii) Certificates for shares of Junior Preferred Stock to be redeemed
may be surrendered at the principal office of the Corporation or such other
place as the Corporation may designate. Upon surrender of the certificates for
any shares to redeemed (properly endorsed or assigned for transfer, if the Board
of Directors of the Corporation shall so require and a notice by the Corporation
shall so state), such shares shall be redeemed by the Corporation at the
applicable Redemption Price as aforesaid.
(iv) The Corporation shall take such actions as are necessary
(including, without limitation, conducting an appraisal of the assets and
liabilities of the Corporation) in order to establish the availability of funds
legally available for any required redemption.
8. Certain Covenants. Any holder of Junior Preferred Stock may
-----------------
proceed to protect and enforce its rights and the rights of other such holders
by any available remedy by proceeding at law or in equity to protect and enforce
any such rights, whether for the specific enforcement of any provision in this
Certificate of Designations or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy.
9. Definitions. For the purposes of this Certificate of Designations
-----------
of the Junior Preferred Stock, the following terms shall have the meanings
indicated:
"Bridge Notes" shall mean the Senior Subordinated Bridge Notes issued
by the Corporation on July 31, 1996 originally in the aggregate principal amount
of $40,000,000.
"Common Securities" shall have the meaning set forth in Section 2(b)
hereof.
"Credit Agreement" shall have the meaning set forth in Section 6(B)
hereof.
-14-
<PAGE>
"Dividend Amount", with respect to any share of Junior Preferred Stock
on any Dividend Payment Date, shall mean (i) the product of 14% and the
Liquidation Preference as of the immediately preceding Dividend Payment Date,
divided by (ii) four; provided that the Dividend Amount with respect to the
--------
Initial Dividend Period shall be an amount equal to 14% per annum of the Stated
Liquidation Value of such share of Junior Preferred Stock during the period from
the Issue Date through such Dividend Payment Date, calculated in accordance with
the principles set forth in Section 3(b) hereof.
"Dividend Payment Date" shall have the meaning set forth in Section
3(a) hereof.
"Final Conversion Termination Date" shall have the meaning specified
in Section 6(A) hereof.
"Initial Dividend Period" shall mean the period commencing on the
Issue Date and ending on the first Dividend Payment Date thereafter.
"Issue Date" shall mean the first date on which shares of Junior
Preferred Stock are issued.
"Liquidation Preference" shall have the meaning set forth in Section
4(a) hereof.
"Parity Securities" shall have the meaning set forth in Section 2(a)
hereof.
"Quarterly Dividend Period" shall have the meaning set forth in
Section 3(a) hereof.
"Record Date" shall have the meaning set forth in Section 3(a) hereof.
"Senior Preferred Stock" shall have the meaning set forth in Section
2(a) hereof.
"Senior Securities" shall have the meaning set forth in Section 2(a)
hereof.
"Stated Liquidation Value" shall have the meaning set forth in Section
1 hereof.
-15-
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed in its name and on its behalf and attested on this 31st day of July, 1996
by duly authorized officers of the Corporation.
FIREARMS TRAINING SYSTEMS, INC.
By: /s/ Scott Perekslis
--------------------------
Name: Scott Perekslis
Title: Vice President
ATTEST:
By: /s/ Johathan Kagan
-------------------------
Name: Jonathan Kagan
Title: Secretary
-16-
<PAGE>
EXHIBIT 3.06
FIREARMS TRAINING SYSTEMS, INC.
* * * * *
BY-LAWS
* * * * *
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such other places both
within and without the State of Delaware as the board of directors may from time
to time determine.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders shall be held at such place
either within or without the State of Delaware as shall be designated from time
to time by the board of directors, as shall be stated in the notice of the
meeting, a written consent in lieu of meeting, as provided herein, or in duly
executed waiver of notice thereof.
Section 2. Annual meetings of stockholders, commencing with the year 1984,
shall be held on the first Tuesday of June, if not a legal holiday, and if a
legal holiday, then on the next secular day following, at 10 a.m., or at such
other date and time as shall be designated or approved as herein provided, at
which they shall elect by a plurality vote a board of directors, and transact
such other business as may properly be brought before the meeting.
-1-
<PAGE>
Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten nor more than sixty days before the date of the
meeting.
Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president or the secretary and shall be
called by the president or secretary at the request in writing of a majority of
the board of directors, or at the request in writing of stockholders owning at
least half in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.
Section 6. Written notice of a special meeting stating the place, date and
hour of the meeting and the purpose or purposes for which the meeting is called,
shall be given not less than ten nor more than sixty days before the date of the
meeting, to each stockholder entitled to vote at such meeting.
-2-
<PAGE>
Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting, at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. If the meeting be adjourned to a date more than thirty days after the
originally notified date or if after the adjournment, a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Section 10. Unless otherwise provided in the certificate of incorporation
each stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share
-3-
<PAGE>
of the capital stock having voting power held by such stockholder, but no proxy
shall be voted on after three years from its date, unless the proxy provides for
a longer period.
Section 11. Unless otherwise provided in the certificate of incorporation,
any action required to be taken at any annual or special meeting of stockholders
of the corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior call
and notice and without a vote, if a consent in writing, setting forth the action
so taken, shall be signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate action without
a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The business of the corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these by-laws directed or required to
be exercised or done by the stockholders.
Section 2. The number of directors which shall constitute the whole board
shall be not less than one nor more than such number as shall be fixed by the
board of directors from time to time. The first board shall consist of three
directors to be elected by the incorporator. Thereafter, within the limits
above specified, the number of directors shall be determined by resolution of
the board of directors or by the stockholders at the annual meeting, and the
directors shall be elected at the annual
-4-
<PAGE>
meeting of the stockholders, except as provided in Section 3 of this Article.
Each director elected shall hold office until the next annual meeting and until
his successor is elected and qualified, unless he sooner resigns or is removed
from office in accordance with any applicable provisions of the certificate of
incorporation, these by-laws or statute. Directors need not be stockholders.
The directors may appoint a chairman who need not be a director and shall be
entitled to vote only if a director.
Section 3. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director. If there are no directors in office, then an election of directors
may be held by a special meeting of the stockholders.
MEETING OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver or consent signed by all of the directors.
-5-
<PAGE>
Section 6. Regular meetings of the board of directors may be held without
notice at such time and at such place as shall from time to time be determined
by the board.
Section 7. Special meetings of the board may be called by the president on
not less than 5 days notice to each director, either personally or by mail or by
telegram; special meetings shall be called by the president or secretary in like
manner and on like notice on the written request of two directors unless the
board consists of only one director, in which case special meetings shall be
called by the president or secretary in like manner and on like notice on the
written request of the sole director.
Section 8. At all meetings of the board, one director shall constitute a
quorum for the transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the board of directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation. If a quorum shall not be
present at any meeting of the board of directors the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of incorporation
or these by-laws, any action required or permitted to be taken at any meeting of
the board of directors or of any committee thereof may be taken without prior
notice and call and without a meeting, if all members of the board or committee,
as the case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee of the board of directors, may participate in a meeting of the board
of directors, or any committee, by means of telephone or other communications
-6-
<PAGE>
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution passed by two-thirds
of the whole board, designate one or more committees, each committee to consist
of one or more of the directors of the corporation. The board may designate one
or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. Any such
committee, to the extent provided in the resolution of the board of directors,
shall have and may exercise all the powers and authority of the board of
directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to amending the certificate of incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, recommending
to the stockholders a dissolution of the corporation or a revocation of a
dissolution, or amending the by-laws of the corporation; and, no such committee
shall have the power or authority to declare a dividend or to authorize the
issuance of stock. Such committee or committees shall have such name or names
as may be determined from time to time by resolution adopted by the board of
directors.
Section 12. Each committee shall keep regular minutes of its meetings and
report the same to the board of directors when required.
-7-
<PAGE>
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like expenses or compensation
for attending committee meetings.
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate of
incorporation or by-law, any director or the entire board of directors may be
removed with or without cause, by the holders of a majority of shares then
entitled to vote at an election of directors.
ARTICLE IV
CALL AND NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by certified mail, addressed to
such director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.
-8-
<PAGE>
Section 2. Whenever any call or notice is required to be given under
the provisions of the statutes or of the certificate of incorporation or of
these by-laws, a waiver thereof in writing, signed by the person or persons
entitled to said call or notice, whether before or after the time stated
therein, shall be deemed equivalent thereto and presence at any meeting, by
proxy or in person shall constitute waiver of call and notice of such meeting.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the
board of directors and shall be a president, a secretary and a treasurer. The
board of directors may also choose a chairman of the Board, vice-presidents, and
one or more assistant vice presidents, assistant secretaries and assistant
treasurers. Any number of offices may be held by the same person, unless the
certificate of incorporation or these by-laws otherwise provide.
Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, a secretary and a
treasurer.
Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board of directors.
Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.
Section 5. The president, secretary and treasurer of the corporation
shall hold office until their successors are chosen and qualify. Any officer
elected or appointed by the board of directors
-9-
<PAGE>
may be removed at any time by the affirmative vote of a majority of the board of
directors. Any vacancy occurring in any office of the corporation shall be
filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice-president shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing
-10-
<PAGE>
committees when required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of directors, and
shall perform such other duties as may be prescribed by the board of directors
or president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation, to attest the affixing by his
signature and to perform other duties of the secretary.
Section 10. The assistant secretary, or if there be more than one,
the assistant secretaries in the order determined by the board of directors (or
if there be no such determination, then in the order of their election), shall,
in the absence of the secretary or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.
Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
-11-
<PAGE>
Section 13. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election),
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
ARTICLE VI
INDEMNIFICATION
The Corporation shall:
(a) Indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding
by, or in the right of, the corporation to procure a judgment in its favor, by
reason of the fact that he is or was a director or officer of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, trust or other
enterprise, against expenses, including attorney's fees, actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit, and
-12-
<PAGE>
(b) Indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, investigative or administrative (other than an action
by right of the corporation) by reason of the fact that he is or was a director
or officer of the corporation, or served at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with any such action, suit, or proceeding, in each case to
the fullest extent permissible under Section 145 of the General Corporation Law
of the State of Delaware and the indemnification provisions of any successor
statute. The foregoing right of indemnification shall inure to the benefit of
the heirs, executors and administrators of such a person.
ARTICLE VII
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the corporation shall be entitled
to have a certificate, signed in the name of the corporation by the president
and the treasurer, or the secretary of the corporation, certifying the number of
shares owned by him in the corporation.
Section 2. Any of or all the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.
-13-
<PAGE>
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
TRANSFERS OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution of allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before
-14-
<PAGE>
the date of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
ARTICLE VIII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation, if any, may be
declared by the board of directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose
-15-
<PAGE>
as the directors shall think conducive to the interest of the corporation, and
the directors may modify or abolish any such reserve in the manner in which it
was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the corporation.
CHECKS
Section 4. All check or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be the date of
incorporation and thereafter January 1 in each case through December 31.
SEAL
Section 6. The corporate seal shall have inscribed thereon the name
of the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
ARTICLE IX
AMENDMENTS
Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation, at any regular meeting of the stockholders or
-16-
<PAGE>
of the board of directors or at any special meeting of the stockholders or of
the board of directors if notice of such alteration, amendment, repeal or
adoption of new by-laws be contained in the notice of such special meeting. If
the power to adopt, amend or repeal by-laws is conferred upon the board of
directors by the certificate of incorporation it shall not divest or limit the
power of the stockholders to adopt, amend or repeal by-laws.
-17-
<PAGE>
Exhibit 4.01
Certificate of Designations of Senior Preferred Stock
of the Company, dated July 31, 1996.
(Filed as Exhibit 3.04).
<PAGE>
Exhibit 4.02
Certificate of Designations of Junior Preferred Stock
of the Company, dated July 31, 1996.
(Filed as Exhibit 3.05).
<PAGE>
EXHIBIT 10.01
EXECUTION COPY
- --------------------------------------------------------------------------------
CREDIT AGREEMENT
DATED AS OF JULY 31, 1996
AMONG
FIREARMS TRAINING SYSTEMS, INC.,
THE LENDERS NAMED HEREIN
AND
NATIONSBANK, N.A. (SOUTH),
AS AGENT
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
Article Section Page
- ------- ------- ----
ARTICLE I DEFINITIONS................................................ 1
SECTION 1.01. Defined Terms.............................................. 1
SECTION 1.02. Terms Generally............................................ 40
SECTION 1.03. Types of Borrowings........................................ 41
ARTICLE II THE CREDITS................................................ 41
SECTION 2.01. Commitment to Make Loans................................... 41
SECTION 2.02. Loans...................................................... 42
SECTION 2.03. Notice of Borrowings....................................... 45
SECTION 2.04. Notes; Repayment of Loans.................................. 46
SECTION 2.05. Fees....................................................... 47
SECTION 2.06. Interest on Loans.......................................... 47
SECTION 2.07. Default Interest........................................... 48
SECTION 2.08. Alternate Rate of Interest................................. 49
SECTION 2.09. Termination and Reduction of
Commitments................................................ 49
SECTION 2.10. Conversion and Continuation of Term
Borrowings................................................. 50
SECTION 2.11. Mandatory Repayments and Prepayments....................... 52
SECTION 2.12. Optional Prepayment........................................ 59
SECTION 2.13. Reserve Requirements: Change in
Circumstances.............................................. 60
SECTION 2.14. Change in Legality......................................... 62
SECTION 2.15. Indemnity.................................................. 63
SECTION 2.16. Pro Rata Treatment......................................... 63
SECTION 2.17. Sharing of Setoffs......................................... 64
SECTION 2.18. Payments................................................... 64
SECTION 2.19. Taxes...................................................... 65
SECTION 2.20. Assignment of Commitments Under Certain
Circumstances; Duty to Mitigate............................ 68
SECTION 2.21. Letters of Credit.......................................... 69
ARTICLE III REPRESENTATIONS AND WARRANTIES............................. 75
SECTION 3.01. Organization; Powers....................................... 75
SECTION 3.02. Authorization.............................................. 75
SECTION 3.03. Enforceability............................................. 76
SECTION 3.04. Consents and Governmental Approvals........................ 76
SECTION 3.05. Financial Statements; Undisclosed
Liabilities................................................ 76
SECTION 3.06. No Material Adverse Change................................. 77
SECTION 3.07. Title to Properties; Possession Under
Leases; Intellectual Property.............................. 78
SECTION 3.08. Subsidiaries............................................... 79
SECTION 3.09. Litigation; Compliance with Laws........................... 80
SECTION 3.10. Agreements................................................. 81
SECTION 3.11. Federal Reserve Regulations................................ 82
SECTION 3.12. Investment Company Act; Public Utility
Holding Company Act........................................ 82
i
<PAGE>
SECTION 3.13. Use of Proceeds............................................ 82
SECTION 3.14. Tax Returns................................................ 82
SECTION 3.15. No Material Misstatements.................................. 82
SECTION 3.16. Employee Benefit Plans..................................... 83
SECTION 3.17. Government Contracting Matters............................. 84
SECTION 3.18. Security Documents......................................... 86
SECTION 3.19. Solvency................................................... 87
SECTION 3.20. Transactions with Affiliates............................... 88
SECTION 3.21. Ownership.................................................. 89
SECTION 3.22. Insurance.................................................. 90
SECTION 3.23. Labor Matters.............................................. 90
SECTION 3.24. Licenses; Permits.......................................... 91
SECTION 3.25. Certain Transactions....................................... 91
ARTICLE IV CONDITIONS OF LENDING...................................... 91
SECTION 4.01. First Borrowing............................................ 91
SECTION 4.02. All Credit Events.......................................... 97
ARTICLE V AFFIRMATIVE COVENANTS...................................... 98
SECTION 5.01. Existence; Businesses and Properties....................... 99
SECTION 5.02. Insurance.................................................. 99
SECTION 5.03. Obligations and Taxes...................................... 102
SECTION 5.04. Financial Statements, Reports, etc......................... 102
SECTION 5.05. Other Information.......................................... 105
SECTION 5.06. ERISA...................................................... 106
SECTION 5.07. Maintaining Records; Access to
Properties and Inspections................................. 107
SECTION 5.08. Use of Proceeds............................................ 107
SECTION 5.09. Interest Rate Protection Agreements........................ 107
SECTION 5.10. Fiscal Year................................................ 107
SECTION 5.11. Compliance with Environmental Laws;
Preparation of Environmental Reports....................... 107
SECTION 5.12. Further Assurances......................................... 108
SECTION 5.13. Permitted Drop Down Transaction............................ 109
ARTICLE VI NEGATIVE COVENANTS......................................... 110
SECTION 6.01. Indebtedness............................................... 110
SECTION 6.02. Negative Pledge............................................ 112
SECTION 6.03. Sale and Lease-Back Transactions........................... 114
SECTION 6.04. Investments, Loans and Advances............................ 114
SECTION 6.05. Mergers, Acquisitions and Other
Transactions............................................... 116
SECTION 6.06. Dividends, Distributions and Other
Restricted Payments........................................ 117
SECTION 6.07. Impairment of Security Interests........................... 120
SECTION 6.08. Limitation on Restrictions on Subsidiary
Dividends, etc............................................. 120
SECTION 6.09. No Other Negative Pledges.................................. 120
SECTION 6.10. Transactions with Affiliates............................... 120
SECTION 6.11. Nature of Business......................................... 121
SECTION 6.12. Sales of Receivables....................................... 122
SECTION 6.13. Certain Amendments......................................... 122
ii
<PAGE>
SECTION 6.14. Common Equivalents......................................... 123
SECTION 6.15. Capital Expenditures....................................... 124
SECTION 6.16. Financial Covenants........................................ 124
ARTICLE VII EVENTS OF DEFAULT.......................................... 126
ARTICLE VIII THE AGENT, SWINGLINE LENDER AND ISSUING BANK............... 130
SECTION 8.01. Appointment and Authorization.............................. 130
SECTION 8.02. Liability of Agent......................................... 131
SECTION 8.03. Action by Agent............................................ 132
SECTION 8.04. Successor Agents........................................... 133
SECTION 8.05. Agent and Affiliate........................................ 133
SECTION 8.06. Indemnification............................................ 133
SECTION 8.07. Credit Decision............................................ 134
ARTICLE IX MISCELLANEOUS.............................................. 134
SECTION 9.01. Notices.................................................... 134
SECTION 9.02. Survival of Agreement...................................... 135
SECTION 9.03. Binding Effect............................................. 136
SECTION 9.04. Successors and Assigns..................................... 136
SECTION 9.05. Expenses; Indemnity........................................ 140
SECTION 9.06. Right of Setoff............................................ 142
SECTION 9.07. Applicable Law............................................. 143
SECTION 9.08. Waivers; Amendment......................................... 143
SECTION 9.09. Interest Rate Limitation................................... 145
SECTION 9.10. Entire Agreement........................................... 145
SECTION 9.11. Severability............................................... 145
SECTION 9.12. Counterparts............................................... 145
SECTION 9.13. Headings................................................... 146
SECTION 9.14. Remedies................................................... 146
SECTION 9.15. Jurisdiction; Consent to Service of
Process; Waiver of Jury Trial.............................. 146
iii
<PAGE>
Schedules
- ---------
Schedule 2.01(a) Tranche A Term Loan Commitments
Schedule 2.01(b) Tranche B Term Loan Commitments
Schedule 2.01(c) Revolving Credit Commitments
Schedule 2.01(d) Swingline Commitments
Schedule 2.21(l) Existing Letters of Credit
Schedule 3.05 Undisclosed Liabilities
Schedule 3.06 Material Adverse Changes
Schedule 3.07 Property
Schedule 3.08 Subsidiaries
Schedule 3.09 Litigation
Schedule 3.10 Material Contracts
Schedule 3.17 Government Contracting Matters
Schedule 3.18 Security Interests
Schedule 3.18(d) Mortgages
Schedule 3.20 Transactions with Affiliates
Schedule 3.23 Labor Matters
Schedule 3.24 Licenses and Permits
Schedule 6.01 Permitted Indebtedness
Schedule 6.02 Liens
Schedule 6.04 Investments
Exhibits
- --------
Exhibit A-1 Form of Tranche A Term Note
Exhibit A-2 Form of Tranche B Term Note
Exhibit A-3 Form of Revolving Credit Note
Exhibit A-4 Form of Swingline Note
Exhibit B-1 Form of Parent Guarantee Agreement
Exhibit B-2 Form of Subsidiaries Guarantee Agreement
Exhibit C Form of Pledge and Security Agreement
Exhibit D Form of Perfection Certificate
Exhibit E-1 Form of Buyer Pledge Agreement
Exhibit E-2 Form of Seller Pledge Agreement
Exhibit E-3 Form of Parent Pledge Agreement
Exhibit F Form of Agency Account Agreement
Exhibit G Form of Intercompany Note
Exhibit H Form of Mortgage
Exhibit I Form of Supplemental Agreement
Exhibit J Form of Assignment and Acceptance
Exhibit K Form of Certificate of Financial Officer
Exhibit L-1 Form of Opinion of Counsel to the Loan Parties
Exhibit L-2 Form of Georgia Local Counsel Opinion
Exhibit M Form of Notice of Borrowing
Exhibit N Form of Indemnity, Subrogation and Contribution Agreement
Exhibit O Form of Junior Subordination Agreement
Exhibit P Form of Assignment and Assumption Agreement
Exhibit Q Reset Covenant Levels
Exhibit R Acknowledgement of Subordination
iv
<PAGE>
CREDIT AGREEMENT dated as of July 31, 1996, among FIREARMS TRAINING SYSTEMS,
INC., a Delaware corporation, the financial institutions listed on the signature
pages hereof and NATIONSBANK, N.A. (SOUTH), as Agent, Swingline Lender and
Issuing Bank.
The Borrower (such term, and all other capitalized terms in this paragraph,
being used as hereinafter defined) has requested the Lenders to extend credit to
the Borrower in the aggregate principal amount of up to $85,000,000, in the form
of (a) Tranche A Term Loans made by the Lenders on the Closing Date in an
aggregate principal amount of up to $30,000,000, (b) Tranche B Term Loans made
by the Lenders on the Closing Date in an aggregate principal amount of up to
$40,000,000, (c) Revolving Loans made by the Lenders at any time and from time
to time during the Revolving Credit Availability Period in an aggregate
principal amount at any time outstanding of up to $15,000,000, (d) Swingline
Loans made by the Swingline Lender at any time and from time to time during the
Revolving Credit Availability Period in an aggregate principal amount at any
time outstanding of up to $2,000,000 and (e) Letters of Credit to be issued by
the Issuing Bank at any time and from time to time during the Letter of Credit
Availability Period in an aggregate principal amount at any time outstanding not
in excess of $7,500,000; provided that the sum at any time of outstanding
--------
Revolving Loans, Swingline Loans and Letters of Credit shall not exceed
$15,000,000. The proceeds of such Borrowings are to be used, and such Letters
of Credit are to be used, as provided in Section 3.13. The Lenders are willing
to extend such credit to the Borrower upon the terms and subject to the
conditions set forth herein. Accordingly, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms. As used in this Agreement, the following terms
-------------
shall have the meanings specified below:
"ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.
-------------
"ABR Loan" shall mean any ABR Term Loan, ABR Revolving Loan or Swingline Loan.
--------
"ABR Revolving Loan" shall mean any Revolving Loan bearing interest at a rate
------------------
determined by reference to the Alternate Base Rate in accordance with the
provisions of Article II.
"ABR Term Borrowing" shall mean a Borrowing comprised of ABR Term Loans.
------------------
<PAGE>
"ABR Term Loan" shall mean any Term Loan bearing interest at a rate determined
-------------
by reference to the Alternate Base Rate in accordance with the provisions of
Article II.
The term "additional amounts" shall have the meaning assigned to such term in
------------------
Section 2.19(a).
"Additional Drop Down Margin" shall mean, with respect to any Loan outstanding
---------------------------
on any day, (a) 0.00%, if such day is prior to January 1, 1997 or after the
consummation of the Permitted Drop Down Transaction and (b) otherwise, 0.25%.
"Additional Pledge Agreement" shall mean an agreement satisfactory to the
---------------------------
Agent substantially in the form of the Seller Pledge Agreement.
"Adjusted LIBO Rate" shall mean, with respect to any Eurodollar Borrowing for
------------------
any Interest Period, an interest rate per annum (rounded upwards, if necessary,
to the next 1/100 of 1%) equal to the product of (a) the Eurodollar Rate in
effect for such Interest Period and (b) Statutory Reserves.
"Administrative Questionnaire" shall mean, with respect to each Lender, the
----------------------------
administrative questionnaire in the form submitted to such Lender by the Agent
and returned to the Agent duly completed by such Lender.
"Affiliate" shall mean, when used with respect to a specified person, another
---------
person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the person specified.
"Agency Account Agreement" shall mean an agency account agreement among the
------------------------
Borrower or any Domestic Subsidiary, the Agent and a financial institution in
which the Borrower or such Domestic Subsidiary maintains a deposit account, in
substantially the form attached hereto as Exhibit F, as amended from time to
time.
"Agent" shall mean NationsBank, N.A. (South), in its capacity as agent for the
-----
Lenders hereunder, and its successors in such capacity.
"Aggregate Revolving Credit Exposure" shall mean the aggregate amount of the
-----------------------------------
Revolving Credit Lenders' Revolving Credit Exposure.
"Alternate Base Rate" shall mean, for any day, a rate per annum (rounded
-------------------
upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the
Prime Rate in effect on such day and (b) the sum of (i) the Federal Funds
Effective Rate in effect on such day and (ii) .50%. If the Agent shall have
determined
2
<PAGE>
that it is unable to ascertain the Federal Funds Effective Rate for any reason,
including the inability of the Agent to obtain sufficient quotations in
accordance with the terms hereof, the Alternate Base Rate shall be determined
without regard to clause (b) of the first sentence of this definition, as
appropriate, until the circumstances giving rise to such inability no longer
exist. Any change in the Alternate Base Rate due to a change in the Prime Rate
or the Federal Funds Effective Rate shall be effective on the effective date of
such change in the Prime Rate or the Federal Funds Effective Rate, respectively,
without notice to the Borrower.
"Applicable ABR Margin" shall mean, (a) with respect to any Tranche A Term
---------------------
Loan, Revolving Loan or Swingline Loan outstanding on any day, (i) 1.75%, if
such day is prior to the Pricing Adjustment Date; and (ii) if such day is on or
after the Pricing Adjustment Date:
(A) 1.25%, if such day falls within a Level I Pricing Period;
(B) 1.50%, if such day falls within a Level II Pricing Period; and
(C) 1.75%, if such day falls within a Level III Pricing Period; and
(b) with respect to any Tranche B Term Loan outstanding on any day, 2.50%.
"Applicable Eurodollar Margin" shall mean (a) with respect to any Tranche A
----------------------------
Term Loan or Revolving Loan outstanding on any day, (i) 2.75%, if such day is
prior to the Pricing Adjustment Date; and (ii) if such day is on or after the
Pricing Adjustment Date:
(A) 2.25%, if such day falls within a Level I Pricing Period;
(B) 2.50%, if such day falls within a Level II Pricing Period; and
(C) 2.75%, if such day falls within a Level III Pricing Period; and
(b) with respect to any Tranche B Term Loan outstanding on any day, 3.50%.
"Applicable Laws" shall have the meaning assigned to such term in Section
---------------
3.09(b).
3
<PAGE>
"Applicable Percentage" of any Lender shall mean a fraction (expressed as a
---------------------
percentage), the numerator of which is such Lender's Revolving Credit Commitment
and the denominator of which is the aggregate of all Lenders' Revolving Credit
Commitments.
"Asset Sale" shall mean any sale, lease, transfer, assignment, Condemnation,
----------
Casualty (in the case of Casualty, to the extent covered by insurance) or other
disposition of assets (including Intellectual Property and other intangibles),
business units, individual business assets or property of the Parent, the
Borrower or any of the Subsidiaries made after the Closing Date, including the
sale, transfer or disposition of any Capital Stock or real property; provided,
--------
however, that none of the following shall be deemed to be an Asset Sale: (a)
- -------
the sale of inventory (other than to Subsidiaries) in the ordinary course of
business; (b) the sale, lease, transfer, assignment or other disposition of
assets (other than in connection with any Casualty or Condemnation) of the
Borrower or any Subsidiary (i) to the Borrower or any Wholly Owned Subsidiary
which is a Domestic Subsidiary, (ii) to any Wholly Owned Subsidiary which is a
Foreign Subsidiary, so long as such transaction is permitted by paragraph (H) of
Section 6.05(a), (iii) to any other person, so long as the fair market value of
all property disposed of pursuant to this clause (iii) does not exceed $150,000
in the aggregate in any fiscal year, (iv) in connection with the liquidation for
the account of the Borrower or any Subsidiary of Cash Equivalents or (v) to the
extent that such assets consist of damaged, worn out or obsolete tangible
assets, so long as the fair market value of all property disposed of pursuant to
this clause (v) does not exceed $500,000 in the aggregate in any fiscal year;
and (c) the Permitted Drop Down Transaction; provided that the foregoing
--------
definition shall not be deemed to imply that any such Asset Sale is permitted
under this Agreement.
"Assignment and Acceptance" shall mean an assignment and acceptance entered
-------------------------
into by a Lender and its assignee, and accepted by the Agent, in the form of
Exhibit J or such other form as shall be approved by the Agent.
"Board" shall mean the Board of Governors of the Federal Reserve System of the
-----
United States.
"Borrower" shall mean (a) until the Permitted Drop Down Transaction occurs,
--------
FATS and (b) at all times thereafter, the Drop Down Subsidiary.
"Borrower Balance Sheet" shall have the meaning assigned to such term in
----------------------
Section 3.05(a).
"Borrower Financial Statements" shall have the meaning assigned to such term
-----------------------------
in Section 3.05(a).
4
<PAGE>
"Borrowing" shall mean a group of Loans of a single Class and Type made by the
---------
Lenders on a single date and as to which a single Interest Period is in effect.
"Breakage Event" shall have the meaning assigned to such term in Section 2.15.
--------------
"Bridge Lenders" shall mean the financial institutions which are parties to
--------------
the Securities Purchase Agreement.
"Bridge Subordination Agreement" shall mean the provisions contained in
------------------------------
Section 5 of the Permitted Senior Subordinated Notes and, to the extent
applicable to Section 5 thereof, the provisions of the Securities Purchase
Agreement.
"Business Day" shall mean any day (other than a day which is a Saturday,
------------
Sunday or legal holiday in the State of North Carolina or New York) on which
banks are open for business in Charlotte, North Carolina and New York City;
provided, however, that, when used in connection with a Eurodollar Loan, the
- -------- -------
term "Business Day" shall also exclude any day on which commercial banks are not
------------
open for international business (including dealings in dollar deposits) in
London.
"Buyer Pledge Agreement" shall mean, collectively, the Buyer Pledge Agreement
----------------------
among the Buyers and the Agent in the form attached hereto as Exhibit E-1, as
amended from time to time, and any other agreement executed in substantially the
same form by the Agent and a Permitted Investor of the type referred to in
clause (c) of the definition of "Permitted Investors", as amended from time to
time.
"Buyer Registration Rights Agreement" shall mean the Registration Rights
-----------------------------------
Agreement dated as of the Closing Date among FATS and the Buyers.
"Buyers" shall mean Centre Capital Investors II, L.P., a Delaware limited
------
partnership, Centre Partners Coinvestment, L.P., a Delaware limited partnership,
Centre Capital Offshore Investors II, L.P., a Bermuda limited partnership, and
Centre Capital Tax-exempt Investors II, L.P., a Delaware limited partnership.
"Capital Expenditures" shall mean, for any period, the sum of (a) all
--------------------
expenditures (whether paid in cash or other consideration or accrued as a
liability) which would, in accordance with GAAP, be included on a consolidated
statement of cash flows of the Borrower and its Consolidated Subsidiaries for
such period as additions to property, plant and equipment, Capital Lease
Obligations or similar items and (b) to the extent not covered by clause (a)
hereof, all expenditures (whether paid in cash or other consideration or accrued
as a liability) of the Borrower and its Consolidated Subsidiaries for such
period to
5
<PAGE>
acquire by purchase or otherwise the business, property or fixed assets of, or
stock or other evidences of beneficial ownership of, any other person (other
than the portion of such expenditures allocable in accordance with GAAP to net
current assets); provided that the foregoing shall exclude (i) all such
--------
expenditures to the extent made with Insurance Proceeds or Condemnation Awards
and (ii) de minimis expenditures which individually are less than $2,500 (so
-- -------
long as the exclusion of such de minimis items is in accordance with GAAP).
-- -------
"Capital Lease Obligations" of any person shall mean the obligations of such
-------------------------
person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof,
which obligations are required to be classified and accounted for as capital
leases on a balance sheet of such person under GAAP and, for the purposes of
this Agreement, the amount of such obligations at any time shall be the
capitalized amount thereof at such time determined in accordance with GAAP.
"Capital Stock" of any person shall mean any and all shares, partnership and
-------------
other interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) the equity of such person.
"Cash Capital Expenditures" shall mean, for any period, all Capital
-------------------------
Expenditures paid in cash during such period.
"Cash Equivalents" shall mean:
----------------
(a) direct obligations of, or obligations the principal of and interest on
which are unconditionally guaranteed by, the United States of America (or by any
agency thereof to the extent such obligations are backed by the full faith and
credit of the United States of America), in each case maturing within 180 days
from the date of acquisition thereof;
(b) investments in commercial paper maturing within 180 days from the date of
acquisition thereof and having, at such date of acquisition, the highest credit
rating obtainable from Standard & Poor's Corporation or from Moody's Investors
Service, Inc., respectively;
(c) investments in certificates of deposit, banker's acceptances and time
deposits maturing within 180 days from the date of acquisition thereof issued or
guaranteed by or placed with, and money market deposit accounts issued or
offered by, any domestic office of any Lender or any commercial bank organized
under the laws of the United States of America or any State thereof which has a
combined
6
<PAGE>
capital and surplus and undivided profits of not less than $500,000,000;
(d) money market funds substantially all of whose assets are comprised of
securities of the types described in (a) through (c) above;
(e) cash deposits in any Deposit Account covered by an Agency Account
Agreement or in any cash collateral account with the Agent required by, and
maintained in accordance with, this Agreement or any Collateral Document; and
(f) other investment instruments approved in writing by the Agent and offered
by financial institutions which have a combined capital and surplus and
undivided profits of not less than $500,000,000.
"Cash Interest Expense" shall mean, for any period, the gross amount of
---------------------
interest expense of the Borrower and its Consolidated Subsidiaries, determined
on a consolidated basis in accordance with GAAP, during such period, including
(a) the portion of any payments or accruals with respect to Capital Lease
Obligations that are allocable to interest expense in accordance with GAAP, (b)
all amounts paid (net of any amounts received) pursuant to Interest Rate
Protection Agreements during such period and (c) all fees, charges, discounts
and other costs paid in respect of Indebtedness during such period, but, in each
case, excluding (i) non-cash interest expense, (ii) upfront fees, funding fees
and similar upfront charges paid on or prior to the Closing Date in respect of
Indebtedness incurred in the Recapitalization and (iii) upfront fees, funding
fees and similar upfront charges paid in respect of any issuance of Refinancing
Securities. Notwithstanding the foregoing, for purposes of Sections 6.16(a) and
6.16(b) only, Cash Interest Expense for any four-fiscal-quarter period ending on
the last day of the first, second or third fiscal quarter of the Borrower ending
after the Closing Date shall be calculated as the product of (A) Cash Interest
Expense for such one, two or three fiscal quarters after the Closing Date,
subject to clause (ii) below, and (B) a fraction, the numerator of which is four
and the denominator of which is the number of such fiscal quarters ended after
the Closing Date and (ii) Cash Interest Expense for any period including the
third calendar quarter of 1996 shall be calculated on a pro forma basis as if
the Recapitalization had occurred on July 1, 1996.
"Cash Preferred Dividends" shall mean, for any period, the aggregate amount of
------------------------
dividends paid in cash during such period as permitted by Section 6.06.
"Cash Redemption Price" shall mean $151,000,000, plus an amount equal to the
---------------------
product of (a) $151,000,000 and (b) a
7
<PAGE>
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.
"Cash Tax Expense" shall mean, for any period, the amount of expense for
----------------
Federal, state, local and other income taxes of the Borrower and its
Consolidated Subsidiaries, determined on a consolidated basis in accordance with
GAAP (assuming the Borrower was deemed to be the common parent of an affiliated
group (within the meaning of Section 1504 of the Code) of which only the
Borrower and the Subsidiaries were members), for such period, but excluding
deferred income tax expense.
"Casualty" shall mean any casualty or other loss, damage or destruction.
--------
"Centre Partners" shall mean the Buyers and Centre Partners Management LLC.
---------------
"Change in Control" shall mean the occurrence of any of the following events:
-----------------
(a) if the Permitted Drop Down Transaction shall have occurred, (i) the Parent
shall fail to own 100% of the common stock of the Borrower (on a fully diluted
basis), (ii) any person or "group" (within the meaning of Rule 13d-5 under the
Exchange Act), together with its Affiliates, other than the Permitted Investors,
shall beneficially own, directly or indirectly, an amount of the outstanding
capital stock of the Parent entitled to 35% or more of the Total Voting Power of
the Parent, (iii) the Permitted Investors shall beneficially own, directly or
indirectly, an amount of the outstanding capital stock of the Parent entitled to
less than (A) if the IPO shall not have occurred, a majority of the Total Voting
Power of the Parent or (B) if the IPO shall have occurred, 40% of the Total
Voting Power of the Parent or (iv) the failure at any time of a majority of the
seats (excluding vacant seats) on the board of directors of the Parent to be
occupied by persons who were nominated by the Permitted Investors; and (b) if
the Permitted Drop Down Transaction shall not have occurred, (i) any person or
"group" (within the meaning of Rule 13d-5 under the Exchange Act), together with
its Affiliates, other than the Permitted Investors (and, for up to 60 days after
the Closing Date pending receipt of clearance under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, the Seller), shall beneficially own,
directly or indirectly, an amount of the outstanding capital stock of the
Borrower entitled to 35% or more of the Total Voting Power of the Borrower, (ii)
the Permitted Investors shall beneficially own, directly or indirectly, an
amount of the outstanding capital stock of the Borrower entitled to less than
(A) if the IPO shall not have occurred, a majority of the Total Voting Power of
the Borrower or (B) if the IPO shall have occurred, 40% of the Total Voting
Power of the Borrower or (iii)
8
<PAGE>
the failure at any time of a majority of the seats (excluding vacant seats) on
the board of directors of the Borrower to be occupied by persons who were
nominated by the Permitted Investors.
"Charges" shall have the meaning assigned to such term in Section 9.09.
-------
"Class" shall have the meaning assigned to such term in Section 1.03.
-----
"Closing" shall mean the first Borrowing hereunder in accordance with Article
-------
IV and the consummation of the other transactions contemplated hereby to occur
on the date of such Borrowing, including the Recapitalization.
"Closing Date" shall have the meaning assigned to such term in Section 4.01.
------------
"Code" shall mean the Internal Revenue Code of 1986, as the same may be
----
amended from time to time.
"Collateral" shall mean all the collateral pledged or purported to be pledged
----------
pursuant to any of the Collateral Documents.
"Collateral Documents" shall mean the Security Agreement, the Pledge
--------------------
Agreements, the Perfection Certificate, the Agency Account Agreements, the
Mortgages and all other security agreements, financing statements and other
documents and instruments executed and delivered pursuant to the terms hereof or
thereof in order to secure any Obligations, perfect any Lien granted to the
Agent for the benefit of the Secured Parties pursuant thereto or otherwise
protect the interests of the Secured Parties, including each agreement executed
in connection with (i) the pledge of Capital Stock of F.A.T.S. Singapore PTE
LTD. and Firearms Training Systems Netherlands B.V. and (ii) the granting of a
security interest in or assignment of (or any equivalent thereof) (A) any
foreign collection account, operating account or investment account and (B) any
rights to receive payments with respect to any Government Contract.
"Commitment" shall mean, with respect to any Lender, such Lender's Tranche A
----------
Term Loan Commitment, Tranche B Term Loan Commitment, Revolving Credit
Commitment and Swingline Commitment, as applicable.
"Commitment Fee" shall have the meaning assigned to such term in Section
--------------
2.05(a).
"Common Equivalents" shall have the meaning assigned to such term in Section
------------------
6.14.
9
<PAGE>
"Commonly Controlled Entity" shall mean an entity, whether or not
--------------------------
incorporated, which is under common control with the Borrower within the meaning
of Section 4001 of ERISA or is part of a group which includes the Borrower and
which is treated as a single employer under Section 414 of the Code.
"Common Stock" shall mean the Class A Common Stock, par value $.00001 per
------------
share, of FATS, the Class B Non-voting Common Stock, par value $.00001 per
share, of FATS, and any other Capital Stock of FATS into which such Class A
Common Stock and/or Class B Non-voting Common Stock shall be reclassified or
otherwise changed and any other Capital Stock of FATS which is not Preferred
Stock.
"Condemnation" shall mean any taking of property, or any part thereof or
------------
interest therein, for public or quasi-public use under the power of eminent
domain, by reason of any public improvement or condemnation proceeding, or in
any other manner.
"Condemnation Award" shall mean all proceeds of any Condemnation or transfer
------------------
in lieu thereof.
"Confidential Information Memorandum" shall mean the Confidential Information
-----------------------------------
Memorandum of the Borrower dated July 1, 1996.
"Consolidated Subsidiaries" shall mean, for any person, all subsidiaries of
-------------------------
such person that should be consolidated with such person for financial reporting
purposes in accordance with GAAP.
"Contingent Purchase Price Rights" shall mean the rights of the Seller to
--------------------------------
receive cash and/or shares of Common Stock pursuant to the provisions of Section
1(c) of the Recapitalization Agreement; provided that the obligations to issue
--------
shares to the Seller pursuant to such provisions shall not be assumed by the
Drop Down Subsidiary in the Permitted Drop Down Transaction but shall remain
obligations of FATS.
"Control" shall mean the possession, directly or indirectly, of the power to
-------
direct or cause the direction of the management or policies of a person, whether
through the ownership of voting securities, by contract or otherwise, and
"Controlling" and "Controlled" shall have meanings correlative thereto.
- ------------ ----------
"Convertible Debt" shall mean any portion of the Permitted Senior Subordinated
----------------
Notes which is convertible into Permitted Senior Preferred Stock or Permitted
Junior Preferred Stock pursuant to the Equity Exchange Agreement; provided that
--------
the aggregate principal amount of Convertible Debt outstanding at any time shall
not exceed $15,000,000.
10
<PAGE>
"Covenant Default Blockage Period", as used in connection with any proposed
--------------------------------
dividend on the Permitted Senior Preferred Stock, shall mean any period
commencing upon the occurrence of an Event of Default (other than a default in
payment of the principal of or interest on the Loans or in the reimbursement of
any Letter of Credit Disbursement) and continuing until such Event of Default
has been cured or waived in writing or has ceased to exist or the notice
referred to below has been withdrawn by the Agent; provided that (i) the Agent
--------
shall have given written notice of such Event of Default and of the commencement
of a Covenant Default Blockage Period to the Borrower and (ii) no such Covenant
Default Blockage Period shall continue for a period of more than 365 days after
the date the written notice of such Event of Default and of the commencement of
a Covenant Default Blockage Period is given unless the Obligations have been
declared due and payable in their entirety within that period and that
declaration has not been rescinded or annulled or unless a Payment Default
Blockage Period is then in effect; provided further that (A) if the Obligations
-------- -------
have not been declared due and payable within 365 days after the written notice
of such Event of Default is given, promptly after the end of the 365-day period
the Borrower will be permitted to pay all sums not paid during the 365-day
period because of the Covenant Default Blockage Period unless a Payment Default
Blockage Period is then in effect, (B) no new Covenant Default Blockage Period
may be commenced by such notice unless and until 365 days have elapsed since the
beginning of the immediately prior Covenant Blockage Period and (C) no Event of
Default that existed or was continuing on the date of such written notice shall
be, or be made, the basis of a notice for a subsequent Covenant Default Blockage
Period unless such Event of Default shall have been cured or waived for a period
of not less than 90 consecutive days.
"Current Assets" shall mean, as of any date, all assets which would, in
--------------
accordance with GAAP, be included on a consolidated balance sheet of the
Borrower and its Consolidated Subsidiaries as of such date as current assets.
"Current Liabilities" shall mean, as of any date, all liabilities which would,
-------------------
in accordance with GAAP, be included on a consolidated balance sheet of the
Borrower and its Consolidated Subsidiaries as of such date as current
liabilities.
"Debt Issuance" shall mean the issuance after the Closing Date of any
-------------
Indebtedness by the Parent, the Borrower or any of the Subsidiaries (other than
any Indebtedness permitted by paragraph (b), (c), (h), (i), (j) or (k) of
Section 6.01), provided that the foregoing definition shall not be deemed to
--------
imply that any such issuance of Indebtedness is permitted under this Agreement.
11
<PAGE>
"Default" shall mean any event or condition which upon notice, lapse of time
-------
or both would constitute an Event of Default.
"Deposit Account" shall mean any demand, time, savings, passbook, collection,
---------------
operating, investment or other like type of account relating in any way to the
assets or business of the Borrower or any Subsidiary.
"Disqualified Stock" of any person shall mean (a) in the case of the Borrower,
------------------
the Permitted Senior Preferred Stock and the Permitted Junior Preferred Stock
and (b) any Capital Stock of such person which by its terms (or by the terms of
any security into which it is convertible or for which it is exchangeable or
exercisable), upon the happening of any event or otherwise (i) matures or is
mandatorily redeemable or subject to any mandatory repurchase requirement,
pursuant to a sinking fund obligation or otherwise, (ii) is convertible into or
exchangeable or exercisable for Indebtedness or Disqualified Stock or (iii) is
redeemable or subject to any mandatory repurchase requirement at the option of
the holder thereof, in whole or in part, in each case on or prior to the first
anniversary of the Tranche B Maturity Date and (c) if such person is a
Subsidiary, any Preferred Stock of such person.
"dollars" or "$" shall mean lawful money of the United States of America.
------- -
"Domestic Subsidiaries" shall mean all Subsidiaries incorporated or organized
---------------------
under the laws of the United States of America, any State thereof or the
District of Columbia.
"Drop Down Subsidiary" shall mean a Delaware corporation, which (a) is a
--------------------
wholly owned subsidiary of FATS, formed for purposes of acquiring substantially
all the assets of FATS in connection with the Permitted Drop Down Transaction
and (b) shall not have engaged in any other business or activity prior to such
transaction.
"EBITDA" shall mean, for any period, (a) Net Income for such period, plus, (b)
------ ----
the following to the extent deducted in computing such Net Income: (i) interest
expense, (ii) tax expense, (iii) depreciation and amortization of tangible and
intangible assets, (iv) other non-cash charges or non-cash losses, (v) any
financial advisory fees, accounting fees, legal fees and other similar advisory
and consulting fees and related out-of-pocket expenses of the Borrower incurred
during the six months ended September 30, 1996 as a result of the
Recapitalization (provided that the foregoing amounts referred to in this clause
(v) shall not exceed $10,000,000 in the aggregate) and (vi) up to an aggregate
of $400,000 of management bonuses paid within 190 days after the Closing Date,
in each case for the
12
<PAGE>
Borrower and its Consolidated Subsidiaries, determined on a consolidated basis
in accordance with GAAP, minus (c) the following to the extent added in
-----
computing such Net Income: (i) interest income and (ii) any non-cash income or
non-cash gains, in each case for the Borrower and its Consolidated Subsidiaries,
determined on a consolidated basis in accordance with GAAP.
"Effective Date" shall mean the first date on which this Agreement shall
--------------
become effective pursuant to Section 9.03.
"Environmental Laws" shall mean any and all applicable present and future
------------------
(when implemented) treaties, laws, rules, regulations, codes, ordinances,
orders, decrees, judgments, injunctions, notices or binding agreements issued,
promulgated or entered into by any Governmental Authority, relating in any way
to the environment, preservation or reclamation of natural resources, the
management, Release or threatened Release of any Hazardous Material or to health
and safety matters, including the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended by the Superfund Amendments
and Reauthorization Act of 1986, 42 U.S.C. (S)(S) 9601 et seq. (collectively
-- ---
"CERCLA"), the Solid Waste Disposal Act, as amended by the Resource Conservation
- -------
and Recovery Act of 1976 and Hazardous and Solid Waste Amendments of 1984, 42
U.S.C. (S)(S) 6901 et seq., the Federal Water Pollution Control Act, as amended
-- ---
by the Clean Water Act of 1977, 33 U.S.C. (S)(S) 1251 et seq., the Clean Air Act
-- ---
of 1970, as amended 42 U.S.C. (S)(S) 7401 et seq., the Toxic Substances Control
-- ---
Act of 1976, 15 U.S.C. (S)(S) 2601 et seq., the Occupational Safety and Health
-- ---
Act of 1970, as amended, 29 U.S.C. (S)(S) 651 et seq., the Emergency Planning
-- ---
and Community Right-to-Know Act of 1986, 42 U.S.C. (S)(S) 11001 et seq., the
-- ---
Safe Drinking Water Act of 1974, as amended, 42 U.S.C. (S)(S) 300(f) et seq.,
-- ---
the Hazardous Materials Transportation Act, 49 U.S.C. (S)(S) 5101 et seq., and
-- ---
any similar or implementing state or local law, and all amendments or
regulations promulgated under any of the foregoing.
"Environmental Permit" shall mean any permit, approval, authorization,
--------------------
certificate, license, variance, filing or permission required by or from any
Governmental Authority pursuant to any Environmental Law.
"Equity Exchange Agreement" shall mean the Equity Exchange Agreement between
-------------------------
FATS, Centre Partners and the Bridge Lenders in the form of Exhibit F to the
Securities Purchase Agreement.
"Equity Issuance" shall mean the issuance after the Closing Date of any
---------------
Capital Stock or receipt of any capital contribution (other than a Qualifying
Capital Contribution) by the Parent, the Borrower or any of the Subsidiaries,
provided that the foregoing definition shall not be deemed to imply that any
- --------
such Equity Issuance is permitted under this Agreement.
13
<PAGE>
"Equity Purchase" shall mean the purchase by the Buyers from FATS of 6,726,054
---------------
shares of Common Stock pursuant to the terms and conditions of the
Recapitalization Agreement.
"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as the
-----
same may be amended from time to time.
"Escrow Agreement" shall mean the escrow agreement among the Buyers, the
----------------
Seller and an escrow agent entered into on the Closing Date pursuant to the
Recapitalization Agreement.
"Escrowed Funds" shall mean the funds held pursuant to the Escrow Agreement
--------------
for purposes of satisfying the Seller's indemnification obligations pursuant to
the Recapitalization Agreement.
"Eurodollar Borrowing" shall mean a Borrowing comprised of Eurodollar Loans.
--------------------
"Eurodollar Loan" shall mean any Eurodollar Term Loan or Eurodollar Revolving
---------------
Loan.
"Eurodollar Rate" shall mean, with respect to any Eurodollar Borrowing for any
---------------
Interest Period, the rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as
the London interbank offered rate for deposits in dollars at approximately 11:00
a.m. (London time) two Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period. If for any reason such
rate is not available, the term "Eurodollar Rate" shall mean, for any Eurodollar
Borrowing for any Interest Period, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as
the London interbank offered rate for deposits in dollars at approximately 11:00
a.m. (London time) two Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period; provided, however, that if
-------- -------
more than one rate is specified on Reuters Screen LIBO Page, the applicable rate
shall be the arithmetic mean of all such rates.
"Eurodollar Revolving Loan" shall mean any Revolving Loan bearing interest at
-------------------------
a rate determined by reference to the Adjusted LIBO Rate in accordance with the
provisions of Article II.
"Eurodollar Term Borrowing" shall mean a Borrowing comprised of Eurodollar
-------------------------
Term Loans.
"Eurodollar Term Loan" shall mean any Term Loan bearing interest at a rate
--------------------
determined by reference to the Adjusted LIBO Rate in accordance with the
provisions of Article II.
14
<PAGE>
"Event of Default" shall have the meaning assigned to such term in Article
----------------
VII.
"Excess Cash Flow" shall mean, for any period, the excess of (a) the sum,
----------------
without duplication, of (i) EBITDA for such period, (ii) extraordinary cash
income, if any, business interruption insurance proceeds, if any, and cash gains
attributable to sales of assets out of the ordinary course of business, if any,
during such period to the extent that any such extraordinary cash income, such
insurance proceeds or such cash gain (A) is not included in EBITDA for such
period and (B) is not required to be utilized in connection with a payment made
(or to be made) by the Borrower pursuant to Section 2.11(e) and (iii) the
amount, if any, by which Working Capital decreased during such period over (b)
the sum, without duplication, of (i) Cash Tax Expense for such period, (ii) Cash
Interest Expense for such period, (iii) Cash Capital Expenditures for such
period, (iv) Scheduled Principal Payments for such period, (v) optional and
mandatory prepayments of the principal of Loans made during such period (except
pursuant to Section 2.11(f)), but only to the extent that such prepayments by
their terms cannot be reborrowed or redrawn, and (vi) the amount, if any, by
which Working Capital increased during such period.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
------------
"Exchange Event" shall mean the failure of the Permitted Senior Subordinated
--------------
Notes to have been repaid in full in connection with a Refinancing Mandatory
Prepayment Event on or prior to December 30, 1996.
"Excluded Taxes" shall have the meaning assigned in such term in Section
--------------
2.19(a).
"Existing Credit Agreement" shall mean the Amended and Restated Loan and
-------------------------
Security Agreement dated June 23, 1995, between NationsBank, N.A. (South), f/k/a
NationsBank of Georgia, N.A., f/k/a Bank South, N.A. and FATS.
"Existing Issuing Bank" shall mean NationsBank, N.A. (South), f/k/a
---------------------
NationsBank of Georgia, N.A., f/k/a Bank South, N.A., in its capacity as issuer
of letters of credit under the Existing Credit Agreement.
"Existing Letters of Credit" shall have the meaning set forth in Section
--------------------------
2.21(l).
"Facilities" shall mean the Tranche A Term Loans, the Tranche B Term Loans,
----------
the Revolving Loans and the Letters of Credit provided or participated in by the
Lenders to the Borrower pursuant to this Agreement and the other Loan Documents.
15
<PAGE>
"FATS" shall mean Firearms Training Systems, Inc., a Delaware corporation.
----
"FATS UK" shall mean Firearms Training Systems Limited, a United Kingdom
-------
corporation.
"Federal Funds Effective Rate" shall mean, for any day, the weighted average
----------------------------
of the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day which is a Business Day, the average of the
quotations for the day of such transactions received by the Agent from three
Federal funds brokers of recognized standing selected by it. Each change in the
Federal Funds Effective Rate shall be effective on the date thereof, without
notice to the Borrower.
"Fee Letter" shall have the meaning assigned to such term in Section 2.05(b).
----------
"Fees" shall mean the Commitment Fees, the other fees payable pursuant to the
----
Fee Letter and the Letter of Credit Fees.
"Financial Officer" of any corporation shall mean the chief financial officer,
-----------------
principal accounting officer or similar officer of such corporation.
"Financial Statements" shall have the meaning assigned to such term in Section
--------------------
3.05.
"Foreign Subsidiary" shall mean any Subsidiary which is not a Domestic
------------------
Subsidiary.
"GAAP" shall mean United States generally accepted accounting principles,
----
applied on a consistent basis.
"Governmental Authority" shall mean any Federal, state, local or foreign
----------------------
governmental department, commission, board, bureau, authority, agency, court,
instrumentality or judicial or regulatory body or entity.
"Government Contract" shall have the meaning assigned to such term in Section
-------------------
3.17(a).
"Guarantee" of or by any person shall mean any obligation, contingent or
---------
otherwise, of such person guaranteeing or having the economic effect of
guaranteeing any Indebtedness of any other person (the "primary obligor") in any
manner, whether directly or indirectly, and including any obligation of such
person, direct or indirect, (a) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Indebtedness or to purchase
16
<PAGE>
(or to advance or supply funds for the purchase of) any security for the payment
of such Indebtedness, (b) to purchase property, securities or services for the
purpose of assuring the owner of such Indebtedness of the payment of such
Indebtedness or (c) to maintain working capital, equity capital or other
financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness; provided, however, that the
-------- -------
term Guarantee shall not include endorsements for collection or deposit, in
either case in the ordinary course of business.
"Guarantee Agreements" shall mean the Parent Guarantee Agreement and the
--------------------
Subsidiaries Guarantee Agreement.
"Guarantor" shall mean any party to either Guarantee Agreement.
---------
"Hazardous Materials" shall mean all explosive or radioactive substances or
-------------------
wastes, hazardous or toxic substances or wastes, pollutants, solid, liquid or
gaseous wastes, including petroleum or petroleum distillates, asbestos or
asbestos containing materials, polychlorinated biphenyls ("PCBs") or PCB-
containing materials or equipment, radon gas, infectious or medical wastes and
all other substances or wastes of any nature regulated pursuant to any
Environmental Law.
"Indebtedness" of any person shall mean, without duplication, (a) all
------------
obligations of such person for borrowed money or with respect to deposits or
advances of any kind made with or to such person, (b) all obligations of such
person evidenced by bonds, debentures, notes or similar instruments, including
certificates issued in connection with an asset securitization, (c) all
obligations of such person upon which interest charges are customarily paid, (d)
all obligations of such person under conditional sale or other title retention
agreements relating to property or assets purchased by such person, (e) all
obligations of such person issued or assumed as the deferred purchase price of
property or services, (f) all Indebtedness of others secured by (or for which
the holder of such Indebtedness has an existing right, contingent or otherwise,
to be secured by) any Lien on property owned or acquired by such person, whether
or not the obligations secured thereby have been assumed, (g) all Guarantees by
such person of Indebtedness of others, (h) all Capital Lease Obligations of such
person, (i) all obligations of such person in respect of Interest Rate
Protection Agreements, (j) all obligations of such person, contingent or
otherwise, as an account party in respect of letters of credit and bankers'
acceptances and (k) all obligations of such person to contribute money or other
property to any other person. The Indebtedness of any person shall include,
without duplication, the Indebtedness of any partnership in which such person is
a general partner and of any trust or other entity formed or
17
<PAGE>
utilized in connection with a securitization of assets of such person.
Notwithstanding the foregoing, (i) the Indebtedness of any person shall exclude
all trade accounts payable arising in the ordinary course of business and (ii)
the Indebtedness of the Borrower shall exclude (A) the Contingent Purchase Price
Rights and (B) accrued expenses in accordance with GAAP.
"Indemnified Party" shall have the meaning assigned to such term in Section
-----------------
9.05(b).
"Indemnity, Subrogation and Contribution Agreement" shall mean the Indemnity,
-------------------------------------------------
Subrogation and Contribution Agreement, substantially in the form of Exhibit N,
among the Borrower, the Domestic Subsidiaries and the Agent.
"Insurance Proceeds" shall mean all insurance proceeds (other than business
------------------
interruption insurance proceeds), damages, awards, claims and rights of action
with respect to any Casualty.
"Intellectual Property" shall mean all patents, patent rights, patent
---------------------
applications, licenses, inventions, trade secrets, know how, proprietary
techniques (including processes and substances), trademarks, servicemarks,
tradenames and copyrights.
"Intercompany Notes" shall mean the promissory notes issued as contemplated by
------------------
Sections 4.01(c)(ii) and 6.04(a)(ii), in the form attached hereto as Exhibit G.
"Interest Payment Date" shall mean, with respect to any Loan, all of the
---------------------
following to the extent applicable: (a) the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part, (b) if such Loan is
part of any Eurodollar Borrowing with an Interest Period of more than three
months' duration, each day that would have been an Interest Payment Date had
successive Interest Periods of three months' duration been applicable to such
Borrowing, (c) if such Loan is part of any Eurodollar Borrowing, the date of any
repayment or prepayment of the Eurodollar Borrowing of which such Loan is a
part, (d) if such Loan is part of an ABR Borrowing of any Class, the date of any
repayment or prepayment of the ABR Borrowing of which such Loan is a part, but
only if such repayment or prepayment would repay or prepay in full all ABR Loans
of such Class, and (e) if such Loan is a part of any Eurodollar Borrowing, any
conversion of such Borrowing to a Borrowing of a different Type.
"Interest Period" shall mean (a) as to any Eurodollar Borrowing, the period
---------------
commencing on the date of such Borrowing or on the last day of the immediately
preceding Interest Period applicable to such Borrowing, as the case may be, and
ending on the numerically corresponding day (or, if there is no numerically
corresponding day, on the last day) in the calendar month that is
18
<PAGE>
1, 2, 3 or 6 months thereafter, as the Borrower may elect, subject to the
availability thereof, as determined by the Agent, and (b) as to any ABR
Borrowing, the period commencing on the date of such Borrowing or on the last
day of the immediately preceding Interest Period applicable to such Borrowing,
as the case may be, and ending on the earlier of (i) the next succeeding March
31, June 30, September 30 or December 31 and (ii) with respect to any Tranche A
Term Loan, Tranche B Term Loan, Revolving Loan or Swingline Loan, the Tranche A
Maturity Date, Tranche B Maturity Date, Revolving Credit Maturity Date or
Swingline Maturity Date, respectively; provided, however, that if any Interest
-------- -------
Period would end on a day other than a Business Day, such Interest Period shall
be extended to the next succeeding Business Day unless, in the case of a
Eurodollar Borrowing only, such next succeeding Business Day would fall in the
next calendar month, in which case such Interest Period shall end on the next
preceding Business Day. Interest shall accrue from and including the first day
of an Interest Period to, but excluding, the last day of such Interest Period.
"Interest Rate Protection Agreement" shall mean any interest rate swap,
----------------------------------
collar, cap, foreign currency exchange agreement or other arrangement requiring
payments contingent upon interest or exchange rates.
"IPO" shall mean an initial public offering pursuant to an effective
---
registration statement under the Securities Act of 1933 covering the offer and
sale of Common Stock to the public, underwritten by an investment banking firm
of nationally recognized standing and the Net Cash Proceeds of which are at
least $35,000,000.
"Issuing Bank" shall mean NationsBank, N.A. (South), in its capacity as the
------------
issuer of Letters of Credit, and its successors in such capacity; provided that
--------
"Issuing Bank" shall mean the Existing Issuing Bank, in its capacity as the
issuer of the Existing Letters of Credit, insofar as such term is used in
relation to the Existing Letters of Credit.
"Junior Subordination Agreement" shall mean, collectively, the Subordination
------------------------------
Agreement among the Agent, the Buyers and the Borrower in the form attached
hereto as Exhibit O and any other agreement executed in substantially the same
form by the Agent, the Borrower and a Permitted Investor of the type referred to
in clause (c) of the definition of "Permitted Investors."
"Lender" shall mean each financial institution listed on the signature pages
------
hereof, each assignee which becomes a Lender pursuant to Section 9.04(b), and
their respective successors. Unless the context clearly indicates otherwise, the
term "Lenders" shall include the Swingline Lender.
19
<PAGE>
"Letter of Credit" shall mean any Standby Letter of Credit or Trade Letter of
----------------
Credit issued pursuant to Section 2.21, including the Existing Letters of
Credit.
"Letter of Credit Availability Period" shall mean the period from and
------------------------------------
including the Closing Date to but excluding the earlier of (a) the date five
Business Days prior to the Revolving Credit Maturity Date and (b) the
termination of the Revolving Credit Commitments of the Lenders in accordance
with the terms hereof.
"Letter of Credit Disbursement" shall mean a payment or disbursement made by
-----------------------------
the Issuing Bank pursuant to a Letter of Credit (including an Existing Letter of
Credit).
"Letter of Credit Exposure" shall mean at any time the sum of (a) the
-------------------------
aggregate undrawn amount of all outstanding Letters of Credit (including the
Existing Letters of Credit), plus (b) the aggregate amount of all Letter of
Credit Disbursements not yet reimbursed by the Borrower as provided in Section
2.21. The Letter of Credit Exposure of any Lender at any time shall mean its
Applicable Percentage of the aggregate Letter of Credit Exposure at such time.
"Letter of Credit Fees" shall mean the fees payable to the Issuing Bank and
---------------------
the Lenders pursuant to Section 2.21(f).
"Level I Pricing Period" shall mean, subject to Section 2.06(c), any period on
----------------------
or after the Pricing Adjustment Date during which (a) the Leverage Ratio is less
than 3.00:1.00 and (b) no Default or Event of Default has occurred and is
continuing.
"Level II Pricing Period" shall mean, subject to Section 2.06(c), any period
-----------------------
on or after the Pricing Adjustment Date during which the Leverage Ratio is
greater than or equal to 3.00:1.00 but less than 4.00:1.00 and (b) no Default or
Event of Default has occurred and is continuing.
"Level III Pricing Period" shall mean any period on or after the Pricing
------------------------
Adjustment Date which is not a Level I Pricing Period or Level II Pricing
Period.
"Leverage Ratio" as of any date shall mean the ratio of (a) Total Debt
--------------
(excluding Convertible Debt) as of the end of the Reference Period with respect
to such date to (b) EBITDA for such Reference Period.
"Lien" shall mean, with respect to any asset, (a) any mortgage, deed of trust,
----
lien, pledge, easement, restriction, restrictive covenant, lease, sublease,
option, charge, security interest, financing statement or encumbrance of any
kind in
20
<PAGE>
respect of such asset and (b) in the case of securities, any purchase option,
call or similar right of a third party with respect to such securities. For
purposes hereof, the Borrower or any Subsidiary shall be deemed to own subject
to a lien any asset which it has acquired or holds subject to the interest of a
vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement relating to such asset.
"Loan Documents" shall mean (a) this Agreement, (b) the Notes, (c) the Letters
--------------
of Credit, (d) the Guarantee Agreements, (e) the Indemnity, Subrogation and
Contribution Agreement, (f) the Intercompany Notes, (g) the Collateral
Documents, (h) any Interest Rate Protection Agreements entered into by the
Borrower with any Lender or Affiliate thereof as permitted hereunder, (i) the
Subordination Agreements and (j) any Supplemental Agreements.
"Loan Parties" shall mean the Borrower, the Subsidiaries, the Buyers, the
------------
Seller, the Parent and any other person which becomes a pledgor under any Pledge
Agreement.
"Loans" shall mean any or all of the Tranche A Term Loans, the Tranche B Term
-----
Loans, the Revolving Loans and the Swingline Loans.
"Margin Stock" shall have the meaning assigned to such term under Regulation
------------
U.
"Material Adverse Change" shall mean either (i) any material adverse change in
-----------------------
the material existing agreements and relationships, business, financial
condition or results of operations of the Borrower and the Subsidiaries, taken
as a whole, other than changes relating to the economy in general or the
defense, law enforcement or simulations industries in general and not
specifically relating to the Borrower or a Subsidiary, or (ii) any damage,
destruction, loss or claim, whether or not covered by insurance, or condemnation
or other taking that has a Material Adverse Effect on the Borrower or the
Subsidiaries. Notwithstanding the foregoing, any disruption to the Borrower's
and the Subsidiaries' business as a result of the announcement by Seller of its
intention to sell the Borrower (or any disruption to the Borrower's and the
Subsidiaries' business as a result of the execution of the Recapitalization
Agreement and the consummation of the transactions contemplated thereby) shall
not constitute a Material Adverse Change.
"Material Adverse Effect" shall mean (a) a materially adverse effect on the
-----------------------
material existing agreements and relationships, business, financial condition or
results of operations of the Borrower and the Subsidiaries, taken as a whole,
(b) a material impairment of the ability of the Borrower and the Subsidiaries to
perform their material obligations under the Loan Documents, taken as a whole,
or (c) a material
21
<PAGE>
impairment of the rights of or benefits available to the Lenders under the Loan
Documents, taken as a whole. In determining whether any individual event would
result in a Material Adverse Effect, notwithstanding that such event does not
itself have such effect, a Material Adverse Effect shall be deemed to have
occurred if the cumulative effect of such event and all other then existing
events would result in a Material Adverse Effect.
"Material Contracts" shall have the meaning assigned to such term in Section
------------------
3.10(a).
"Material Intellectual Property" shall have the meaning assigned to such term
------------------------------
in Section 3.07(c).
"Maximum Rate" shall have the meaning assigned to such term in Section 9.09.
------------
"Minimum Compliance Level" shall have the meaning assigned to such term in
------------------------
Section 6.16(d).
"Mortgage" shall mean each mortgage, assignment of rents, security agreement
--------
and fixture filing, or deed of trust, assignment of rents and fixture filing, or
similar instrument creating and evidencing a lien on a real property and other
property and rights incidental thereto, which shall be substantially in the form
of Exhibit H hereto (with such conforming changes appropriate for a fee mortgage
or a leasehold mortgage as shall be satisfactory to the Agent), containing such
schedules and including such exhibits as shall not be inconsistent with the
provisions of Section 4.01(d) or shall be necessary to conform such instrument
to applicable local law and which shall be dated the date of delivery thereof
and made by the owner of the real property described therein for the benefit of
the Agent, as mortgagee (or beneficiary), assignee and secured party for the
benefit of the Secured Parties, as the same may at any time be amended, modified
or supplemented in accordance with the terms thereof and hereof and, in each
case, for such changes therein (whether before or after the execution and
delivery thereof) as are otherwise permitted by Section 9.08.
"Mortgaged Properties" shall mean the owned real properties and leasehold
--------------------
interests identified as "Mortgaged Properties" on Schedule 3.07 and each other
owned real property or leasehold interest required to be subjected to a Mortgage
under Section 5.12.
"Multiemployer Plan" shall mean a Plan which is a multiemployer plan as
------------------
defined in Section 4001(a)(3) of ERISA.
"NCMI" shall mean NationsBanc Capital Markets, Inc.
----
22
<PAGE>
"Net Cash Proceeds" shall mean: (a) with respect to any Asset Sale, (i) the
-----------------
gross amount of cash proceeds (including Insurance Proceeds and Condemnation
Awards in the case of any Casualty or Condemnation unless such Insurance
Proceeds or Condemnation Awards (A) are Reinvestment Funds or (B) are to be used
for repair, restoration or replacement pursuant to plans approved by the
Required Lenders) actually paid to or actually received by the Parent, the
Borrower or any Subsidiary in respect of such Asset Sale (including cash
proceeds subsequently received at any time in respect of such Asset Sale in
respect of non-cash consideration initially received or otherwise), less (ii)
----
the sum of (A) the amount, if any, of all taxes (other than income taxes) and
the Borrower's good-faith best estimate of all income taxes (to the extent that
such amount shall have been set aside for the purpose of paying such taxes when
due), and customary fees, brokerage fees, commissions, costs and other expenses
(other than those payable to the Borrower, any Subsidiary or any Affiliate of
the Borrower) that are incurred in connection with such Asset Sale and are
payable by the seller or the transferor of the assets or property to which such
Asset Sale relates, but only to the extent not already deducted in arriving at
the amount referred to in clause (a)(i) above, (B) appropriate amounts that must
be set aside as a reserve in accordance with GAAP against any liabilities
associated with such Asset Sale and (C) if applicable, the amount of
Indebtedness secured by a Lien permitted under Section 6.02 that has been repaid
or refinanced as required in accordance with its terms with the proceeds of such
Asset Sale; and (b) with respect to any Equity Issuance or Debt Issuance, the
gross amount of cash proceeds paid to or received by the Parent, the Borrower or
any Subsidiary in respect of such Equity Issuance or Debt Issuance, as the case
may be, net of underwriting discounts and commissions or placement fees,
investment banking fees, legal fees, consulting fees, accounting fees and other
customary fees and expenses directly incurred by the Parent, the Borrower or any
Subsidiary in connection therewith.
"Net Income" shall mean, for any period, net income (or loss) of the Borrower
----------
and its Consolidated Subsidiaries for such period, determined on a consolidated
basis in accordance with GAAP; provided that there shall be excluded from such
--------
calculation of net income (or loss) (a) the income of any person in which any
other person (other than the Borrower or any of the Subsidiaries) has any
interest, except to the extent of the amount of dividends or other distributions
actually paid to the Borrower or any Wholly Owned Subsidiary by such person
during such period, (b) the income (or loss) of any person accrued prior to the
date it becomes a Subsidiary or is merged into or consolidated with the Borrower
or any of the Subsidiaries or the date such person's assets are acquired by the
Borrower or any of the Subsidiaries, (c) the income of any Subsidiary to the
extent that the declaration or payment of dividends or similar distributions by
23
<PAGE>
such Subsidiary of that income is not at the time permitted by operation of the
terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to such Subsidiary, (d) any
after-tax gains or losses attributable to sales of assets out of the ordinary
course of business and (e) (to the extent not included in clauses (a) through
(d) above) any non-cash extraordinary gains or non-cash extraordinary losses.
"Net Worth" shall mean, as of any date, the total of all amounts which would
---------
in accordance with GAAP be included on a consolidated balance sheet of the
Borrower and its Consolidated Subsidiaries as of such date as (a) the par or
stated value of all outstanding Capital Stock of the Borrower, (b) paid in
capital or capital surplus relating to such Capital Stock and (c) any retained
earnings or earned surplus less (i) any accumulated deficit and (ii) any amounts
attributable to Disqualified Stock.
"New Lending Office" shall have the meaning assigned to such term in Section
------------------
2.19(e).
"Non-U.S. Lender" shall have the meaning assigned to such term in Section
---------------
2.19(e).
"Note Documents" shall mean the Securities Purchase Agreement, the Permitted
--------------
Senior Subordinated Notes, the Securities Registration Rights Agreement, the
Senior Subordinated Guarantee Agreements, the Warrants, the Warrant Escrow
Agreement, the Equity Exchange Agreement and the Preferred Stock Documents.
"Notes" shall mean the Tranche A Term Notes, the Tranche B Term Notes, the
-----
Swingline Note and the Revolving Credit Notes.
"Obligations" shall mean (a) the Borrower's obligations in respect of the due
-----------
and punctual payment of principal of and interest (including interest accruing
after the filing of a petition initiating any proceeding referred to in
paragraph (g) or (h) of Article VII of this Agreement) on the Loans and all
amounts drawn under the Letters of Credit when and as due, whether at maturity,
by acceleration, upon one or more dates set for prepayment or otherwise, (b) all
Fees, expenses, indemnities and expense reimbursement obligations of the
Borrower under this Agreement or any other Loan Document and (c) all other
obligations, monetary or otherwise, of the Borrower or any of the other Loan
Parties under any Loan Document (including any Interest Rate Protection
Agreement entered into by the Borrower after the Closing Date with any Lender or
Affiliate of a Lender as permitted under this Agreement) to which it is a party,
in each case, whether now owing or hereafter existing.
24
<PAGE>
"Other Taxes" shall have the meaning assigned to such term in Section 2.19(b).
-----------
"Parent" shall mean FATS, but only from and after the consummation of the
------
Permitted Drop Down Transaction (it being understood that, prior to such time,
there is no Parent).
"Parent Bridge Notes Guarantee Agreement" shall mean the Parent Bridge Notes
---------------------------------------
Guarantee in the form of Exhibit B-1 to the Securities Purchase Agreement to be
executed by the Parent.
"Parent Guarantee Agreement" shall mean the Guarantee Agreement between the
--------------------------
Parent and the Agent in the form attached hereto as Exhibit B-1, as amended from
time to time.
"Parent Pledge Agreement" shall mean the Parent Pledge Agreement between the
-----------------------
Parent and the Agent in the form attached hereto as Exhibit E-3, as amended from
time to time.
"Payment Default Blockage Period" shall mean any period commencing upon a
-------------------------------
default by the Borrower in the payment of any principal of or interest on the
Loans or in the reimbursement of any Letter of Credit Disbursement when it
becomes due and payable, whether at maturity or at a date fixed for prepayment
or by declaration or otherwise and continuing unless and until such payment
default has been cured or waived in writing or has ceased to exist.
"PBGC" shall mean the Pension Benefit Guaranty Corporation established
----
pursuant to Subtitle A of Title IV of ERISA or any successor thereto.
"Perfection Certificate" shall mean a certificate from the Borrower and the
----------------------
Subsidiaries substantially in the form of Exhibit D hereto.
"Performance Release Conditions" shall be deemed to have been satisfied, and
------------------------------
any proposed release of shares of Common Stock subject to the Seller Pledge
Agreement or an Additional Pledge Agreement (but not the Buyer Pledge Agreement)
in accordance with Section 2.05 of such agreement or issuance of Common
Equivalents without causing such securities to become subject to the Seller
Pledge Agreement or an Additional Pledge Agreement (but not the Buyer Pledge
Agreement) in accordance with Section 6.14(a) of this Agreement shall be
permitted, if such proposed release or issuance is after: (a) in the event that
the aggregate principal amount of the Loans outstanding, the Letter of Credit
Exposure and the Unused Revolving Credit Commitments as of the Closing Date have
been permanently reduced in the aggregate by at least 75%, the first day on
which the Borrower's ratio of (i) Total Debt as of the end of the Reference
Period with respect to such day (after giving effect to such reduction)
25
<PAGE>
to (ii) EBITDA for such Reference Period equals less than 1.75 to 1.00; or (b)
in the event that (i) a Refinancing Mandatory Prepayment Event resulting in Net
Cash Proceeds of at least $85,000,000 is made and (ii) the aggregate principal
amount of the Loans outstanding, the Letter of Credit Exposure and the Unused
Revolving Credit Commitments remaining outstanding immediately after giving
effect such Refinancing Mandatory Prepayment Event has been permanently reduced
by at least 50%, the first day on which the Borrower's ratio of (A) Total Debt
as of the end of the Reference Period with respect to such day (after giving
effect to such reduction) to (B) EBITDA for such Reference Period equals less
than 2.25 to 1.00; provided that, in the case of either clause (a) or (b) above,
--------
the shares of Common Stock that would remain included in the Collateral after
giving effect to such release or issuance shall constitute a majority of both
the total outstanding shares of Common Stock and Total Voting Power of FATS.
"Permitted Drop Down Transaction" shall mean a transaction in which (a)
-------------------------------
substantially all the assets and liabilities of FATS are contributed to the Drop
Down Subsidiary, except that the Drop Down Subsidiary shall not assume (i) any
obligation to issue shares of its common stock to any person, whether pursuant
to the Warrants, the Contingent Purchase Price Rights, the Permitted Junior
Preferred Stock or otherwise, (ii) the obligations of FATS pursuant to the
Shareholders Agreement, the Seller Registration Rights Agreement or the Buyer
Registration Rights Agreement or the obligations of FATS with respect to
registration of Capital Stock pursuant to the Securities Registration Rights
Agreement or (iii) any non-assignable foreign Government Contracts identified in
Schedule 3.17, provided that the economic benefits of such contracts are
accorded to the Borrower under an agency agreement satisfactory to the Agent and
the Required Lenders, (b) any outstanding Permitted Senior Subordinated Notes,
Refinancing Securities or Preferred Stock of FATS shall be exchanged for
securities of the Drop Down Subsidiary having the same terms in all material
respects (except that the securities issued by the Drop Down Subsidiary in
exchange for the Permitted Junior Preferred Stock shall be convertible into
Common Stock, not common stock or other Capital Stock of the Drop Down
Subsidiary), (c) FATS shall execute and deliver to the Agent the Parent
Guarantee Agreement and the Parent Pledge Agreement and shall deliver to the
Agent certificates representing all the outstanding common stock of the Drop
Down Subsidiary, together with stock powers executed in blank, (d) the Drop Down
Subsidiary shall assume, pursuant to the Assignment and Assumption Agreement in
the form of Exhibit P hereto, the due and punctual payment of all amounts
payable by the Borrower hereunder or under the other Loan Documents and the due
and punctual performance and observance of all the terms, covenants, agreements
and conditions of this Agreement and the other Loan Documents to be performed or
observed by the Borrower, to the same extent as if the Drop Down
26
<PAGE>
Subsidiary had been the original party hereto and to such other Loan Documents,
and (e) the Agent shall release the Lien of the Collateral Documents on the
Common Stock and, to the extent necessary, shall acknowledge on behalf of the
Lenders any conforming changes in this Agreement and the other Loan Documents
necessary to reflect the foregoing; provided that (i) the Agent shall be
--------
satisfied that the U.S. Government Department of Defense is willing to enter
into a novation agreement with FATS and the Drop Down Subsidiary with respect to
any Material Contracts for which such novation is necessary or desirable, (ii)
the Agent shall have received any security agreements, financing statements and
other documents and instruments reasonably requested by the Agent in order to
(A) preserve and continue the perfected security interests of the Agent in the
Collateral (other than the Common Stock) for the benefit of the Secured Parties
under the Collateral Documents existing as of the date of such Permitted Drop
Down Transaction and (B) create perfected security interests of the Agent for
the benefit of the Secured Parties in the common stock of the Drop Down
Subsidiary and the personal property thereafter acquired by FATS and the Drop
Down Subsidiary and qualifying as collateral under the Collateral Documents (it
being understood that it is an express condition to the Permitted Drop Down
Transaction that the Drop Down Subsidiary shall acquire all the assets of FATS
to be transferred to it as contemplated by this definition subject to the
security interests in the Collateral), (iii) the Agent shall have received all
opinions of counsel, officer's certificates and other similar documents and
instruments reasonably requested by the Agent or any Lender in connection with
such transaction and (iv) all other aspects of such transaction shall be
reasonably satisfactory to the Agent and the Required Lenders.
"Permitted Investors" shall mean (a) the Sponsor, (b) any Affiliate of the
-------------------
Sponsor, so long as (i) such Affiliate is reasonably acceptable to the Agent
(provided that each of the entities listed in the definition of "Buyers" shall
- ---------
be deemed reasonably acceptable to the Agent so long as each such entity is
Controlled, directly or indirectly, by the Sponsor and the ownership of the
Sponsor has not changed in any material respect from that in effect as of the
date hereof) and (ii) each such Affiliate shall have become party to and bound
by the Buyer Pledge Agreement (unless the Permitted Drop Down Transaction shall
have been consummated) and the Junior Subordination Agreement and (c) any other
persons which acquire Common Stock representing, in the aggregate, no more than
12% of the Total Voting Power of FATS, so long as (i) the Sponsor or an
Affiliate of the Sponsor shall have sole voting power and investment power (each
within the meaning of Rule 13d-3 under the Exchange Act) with respect to all
shares of Common Stock owned by any such person, (ii) each such person shall
have become party to and bound by the Buyer Pledge Agreement (unless the
Permitted Drop Down Transaction shall have been consummated) and the Junior
27
<PAGE>
Subordination Agreement and (iii) each such person shall be reasonably
acceptable to the Required Lenders.
"Permitted Junior Preferred Stock" shall mean the Junior Preferred Stock of
--------------------------------
the Borrower, having the designations, preferences, rights, qualifications,
limitations and restrictions set forth in the form of certificate of designation
attached as Exhibit H to the Securities Purchase Agreement, issuable in exchange
for the Permitted Senior Subordinated Notes.
"Permitted Senior Preferred Stock" shall mean the Senior Preferred Stock of
--------------------------------
the Borrower having the designations, preferences, rights, qualifications,
limitations and restrictions set forth in the form of certificate of designation
attached as Exhibit G to the Securities Purchase Agreement, issuable in exchange
for the Permitted Senior Subordinated Notes.
"Permitted Senior Subordinated Notes" shall mean the Senior Subordinated Notes
-----------------------------------
due July 31, 2004 of the Borrower, in the form of Exhibit A to the Securities
Purchase Agreement, issued on the Closing Date pursuant to the Securities
Purchase Agreement in the aggregate principal amount of $40,000,000.
A "person" shall mean any natural person, corporation, business trust, joint
------
venture, association, company, limited liability company, partnership,
government (or any agency or political subdivision thereof) or other entity.
"Personnel" shall have the meaning assigned to such term in Section 3.07(c).
---------
"Plan" shall mean at a particular time, any employee benefit plan which is
----
covered by ERISA and in respect of which the Borrower or a Commonly Controlled
Entity is (or, if such plan were terminated at such time, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.
"Pledge Agreements" shall mean the Buyer Pledge Agreement, the Seller Pledge
-----------------
Agreement, the Parent Pledge Agreement and any Additional Pledge Agreements.
"Preferred Stock", as applied to the Capital Stock of any corporation, shall
---------------
mean Capital Stock of any class or classes (however designated) which is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.
"Preferred Stock Documents" shall mean the certificates of designation for the
-------------------------
Permitted Senior Preferred Stock and the
28
<PAGE>
Permitted Junior Preferred Stock in the form of Exhibits G and H to the
Securities Purchase Agreement, respectively.
"Prepayment Account" shall have the meaning assigned to such term in Section
------------------
2.11(j).
"Prepayment Event" shall mean any Asset Sale, Equity Issuance or Debt
----------------
Issuance.
"Prepayment Percentage" shall mean, in connection with any mandatory
---------------------
prepayment pursuant to Section 2.11(f) with respect to any fiscal year of the
Borrower, (a) 50% if, prior to such mandatory prepayment, the sum of (i) the
aggregate principal amount of the Loans outstanding, (ii) the Letter of Credit
Exposure and (iii) the Unused Revolving Credit Commitments as of the Closing
Date has been reduced so that such sum does not exceed $40,000,000 and (b)
otherwise, 75%.
"Pricing Adjustment Date" shall mean the date which is five days after the
-----------------------
delivery by the Borrower to the Agent of the Required Financial Statements with
respect to the fiscal quarter ended on June 30, 1997.
"Prime Rate" shall mean the rate of interest per annum adopted from time to
----------
time by the Agent as its prime rate, as announced and in effect at its principal
office in Charlotte, North Carolina. Each change in the Prime Rate shall be
effective on the date such change is adopted, without notice to the Borrower.
The Prime Rate is a reference rate used by the Agent in determining interest
rates on certain loans and is not intended to be the lowest rate of interest
charged on any extension of credit to any debtor.
"Properties" shall have the meaning assigned to such term in Section 5.11(a).
----------
"Qualifying Capital Contribution" shall mean a contribution to the capital of
-------------------------------
FATS (and, indirectly, if the Permitted Drop Down Transaction has occurred, to
the Drop Down Subsidiary) made by the Permitted Investors or any other person in
cash; provided that (a) the Permitted Investors or such other person shall
--------
receive, directly and indirectly, no consideration therefor (other than
additional shares of Common Stock which, unless the Termination and Release
Conditions have been satisfied, are immediately pledged to the Agent pursuant to
the Buyer Pledge Agreement for the benefit of the Secured Parties), (b) the
aggregate amount of such capital contribution shall not exceed $10,000,000 and
(c) no Default or Event of Default shall be continuing after giving effect
thereto or would occur after giving effect thereto; provided further that (i) if
-------- -------
the Permitted Drop Down Transaction has occurred, 100% of the proceeds of such
capital contribution shall be immediately contributed by FATS to
29
<PAGE>
the Drop Down Subsidiary and (ii) FATS shall receive no consideration therefor
(other than additional shares of common stock of the Drop Down Subsidiary which
are immediately pledged to the Agent pursuant to the Parent Pledge Agreement for
the benefit of the Secured Parties).
"Recapitalization" shall mean a recapitalization of the Borrower in which (a)
----------------
Seller, the holder of all the outstanding Common Stock, will contribute all the
capital stock of FATS UK to the Borrower, (b) FATS will issue Common Stock to
the Buyers, under an arrangement managed by the Sponsor, for $36,000,000 in
cash, (c) the Borrower will issue Permitted Senior Subordinated Notes for
aggregate proceeds of $40,000,000, (d) the Borrower will issue Warrants to the
purchasers of the Permitted Senior Subordinated Notes, (e) the Borrower will
make a borrowing under the Facilities, (f) the Seller will receive (i) the Cash
Redemption Price in cash for a portion of its Common Stock and (ii) the
Contingent Purchase Price Rights, (g) all outstanding borrowings under the
Existing Credit Agreement will be refinanced and all outstanding letters of
credit thereunder (other than Existing Letters of Credit) will be replaced and
the Existing Credit Agreement will be terminated and (h) after giving effect to
the Recapitalization (but without giving effect to the Contingent Purchase Price
Rights), the outstanding Common Stock will be owned approximately 79% by the
Buyers and 21% by the Seller.
"Recapitalization Agreement" shall mean the Recapitalization and Stock
--------------------------
Purchase and Sale Agreement dated as of June 5, 1996, among the Seller, the
Borrower, the Sponsor and the Buyers, as amended by a letter agreement dated
June 12, 1996, a letter agreement dated July 9, 1996 and a letter agreement
dated July 31, 1996, including all schedules and exhibits thereto and related
documentation.
"Redemption" shall mean the receipt by the Seller of (a) the Cash Redemption
----------
Price in cash and (b) the Contingent Purchase Price Rights for 28,212,061 shares
of Common Stock held by the Seller.
"Reference Period" with respect to any date shall mean the period of four
----------------
consecutive fiscal quarters of the Borrower immediately preceding such date or,
if such date is the last day of a fiscal quarter, ending on such date.
"Refinancing Mandatory Prepayment Event" shall mean (a) the issuance by the
--------------------------------------
Borrower of Refinancing Securities within 12 months after the Closing Date or
(b) an IPO consummated within 12 months after the Closing Date.
"Refinancing Securities" shall mean Indebtedness and/or Preferred Stock (other
----------------------
than Disqualified Stock) to the extent,
30
<PAGE>
and only to the extent, that such securities are issued in exchange for, or the
proceeds thereof (net of underwriting fees, discounts and commissions and
customary offering expenses) are used to redeem or repurchase, Permitted Senior
Subordinated Notes, Permitted Senior Preferred Stock and Permitted Junior
Preferred Stock and to repay outstanding Loans and reduce the Letter of Credit
Exposure as required by Section 2.11(e); provided that (a) in the case of any
--------
such issuance of Indebtedness and/or Preferred Stock, (i) the aggregate
principal amount of such Indebtedness and/or the aggregate liquidation
preference of such Preferred Stock shall not exceed the sum of (A) the principal
amount of the Permitted Senior Subordinated Notes and/or the aggregate
liquidation preference of the Permitted Senior Preferred Stock and Permitted
Junior Preferred Stock retired upon such exchange, redemption or repurchase, (B)
the total amount applied to repay outstanding Loans and reduce the Letter of
Credit Exposure in connection with such issuance as required by Section 2.11(e)
and (C) if 100% of the Permitted Senior Subordinated Notes, Permitted Senior
Preferred Stock and Permitted Junior Preferred Stock is retired in such
transaction, up to an additional $15,000,000 and (ii) the aggregate principal
amount of such Indebtedness and/or the aggregate liquidation preference of such
Preferred Stock shall not exceed $100,000,000, (b) the weighted average interest
and dividend rate of the Refinancing Securities and remaining Permitted Senior
Subordinated Notes and Permitted Senior Preferred Stock shall be no greater than
13.00% per annum of the principal amount and/or liquidation preference thereof,
(c) the Indebtedness and/or Preferred Stock so issued, and any related agreement
or instrument, shall not require, prior to the first anniversary of the Tranche
B Maturity Date, any principal payment, mandatory redemption, amortization
payment, sinking fund payment or mandatory repurchase payment (whether such
payment is fixed, contingent or exercisable at the option of any holder
thereof), except, in the case of any such Indebtedness, for asset sale offer and
change in control offer provisions not materially more favorable to the holders
than the comparable provisions applicable to the Permitted Senior Subordinated
Notes, (d) any such Indebtedness so issued shall be unsecured and shall be
subordinated to the prior payment in full of the Obligations at least to the
same extent as the Permitted Senior Subordinated Notes, such subordination to be
on terms at least as favorable to the Lenders as those contained in the Bridge
Subordination Agreement (except that, if any such Indebtedness shall be issued
in a public offering registered under the Securities Act of 1933 or an offering
exempt from registration under such Act pursuant to Rule 144A under such Act,
the subordination terms set forth in the Bridge Subordination Agreement may be
changed to the extent necessary in order to cause the subordination terms of
such Indebtedness to reflect provisions customary for an offering of such type,
provided that such changes in the aggregate shall not constitute a material
- --------
adverse change from the subordination terms
31
<PAGE>
contained in the Bridge Subordination Agreement) and (e) all other terms and
conditions applicable thereto, including economic terms as well as covenants,
events of default and other provisions, shall be reasonably satisfactory to the
Agent and the Required Lenders (provided that any such other terms and
--------
conditions which are, taken as a whole, no more favorable to the holders of the
Refinancing Securities than the comparable provisions, if any, of the Permitted
Senior Subordinated Notes shall be deemed satisfactory to the Agent and the
Lenders (but only if, in the case of any such Refinancing Securities issued in a
public offering registered under the Securities Act of 1933 or an offering
exempt from registration under such Act pursuant to Rule 144A under such Act,
the covenants and events of default shall have been changed to the extent
necessary to reflect provisions customary for an offering of such type).
"Register" shall have the meaning assigned to such term in Section 9.04(d).
--------
"Regulation G" shall mean Regulation G of the Board as from time to time in
------------
effect and all official rulings and interpretations thereunder or thereof.
"Regulation U" shall mean Regulation U of the Board as from time to time in
------------
effect and all official rulings and interpretations thereunder or thereof.
"Regulation X" shall mean Regulation X of the Board as from time to time in
------------
effect and all official rulings and interpretations thereunder or thereof.
"Reinvestment Funds" shall mean, with respect to any Insurance Proceeds from a
------------------
Casualty or Condemnation Award from a Condemnation, that portion of such
proceeds as shall, according to a certificate of a Financial Officer of the
Borrower delivered to the Agent within 90 days after the occurrence of such
Casualty or Condemnation, be reinvested in the repair, restoration or
replacement of the properties and assets that were the subject of such Casualty
or Condemnation; provided that (a) the aggregate amount of such proceeds with
--------
respect to any such event or series of related events shall not exceed
$1,000,000, (b) pending such reinvestment, the entire amount of such proceeds
shall be deposited in an account with the Agent for the benefit of the Lenders,
over which the Agent shall have sole control and exclusive right of withdrawal
(subject to the right of the Borrower to withdraw funds for the purpose of the
reinvestment described in such certificate so long as no Default or Event of
Default has occurred and is continuing), (c) from and after the date of delivery
of such certificate, the Borrower shall diligently proceed, in a commercially
reasonable manner, to complete the repair, restoration or replacement of the
properties and assets that were the subject of such Casualty or Condemnation
32
<PAGE>
as described in such certificate and (d) no Event of Default shall have occurred
and be continuing.
"Release" shall mean any spilling, leaking, pumping, pouring, emitting,
-------
emptying, discharging, injecting, escaping, leaching, dumping, disposing,
depositing, dispersing, emanating or migrating of any Hazardous Material in,
into, onto or through the environment.
"Remedial Action" shall mean (a) "remedial action" as such term is defined in
---------------
CERCLA, 42 U.S.C. (S)9601(24), and (b) all other actions required by any
Governmental Authority or voluntarily undertaken to (i) cleanup, remove, treat,
abate or in any other way address any Hazardous Material in the environment;
(ii) prevent the Release or threat of Release, or minimize the further Release
of any Hazardous Material so it does not migrate or endanger or threaten to
endanger public health, welfare or the environment; or (iii) perform studies and
investigations in connection with, or as a precondition to, the actions
described in clause (i) or (ii) above.
"Repayment Date" shall mean a Tranche A Repayment Date or a Tranche B
--------------
Repayment Date, as applicable.
"Reportable Event" shall mean any of the events set forth in Section 4043(c)
----------------
of ERISA, other than those events as to which the PBGC has waived either the 30-
day notice period or the penalty for failure to give notice.
"Required Financial Statements" shall mean, with respect to any period, the
-----------------------------
financial statements of the Borrower for such period required under Section
5.04(a) or (b) hereunder, as applicable.
"Required Lenders" shall mean, at any time, Lenders having Loans (excluding
----------------
Swingline Loans), Letter of Credit Exposure, Swingline Exposure and unused
Commitments (excluding the Swingline Commitment), representing in the aggregate
at least a majority of the sum at such time of (a) the aggregate principal
amount of the Loans outstanding (excluding Swingline Loans), (b) the Letter of
Credit Exposure, (c) Swingline Exposure and (d) the aggregate amount of unused
Commitments (excluding the Swingline Commitment).
"Responsible Officer" of any person shall mean and include the president,
-------------------
chief executive officer, chief operating officer, any financial officer, any
vice president, the general counsel or any other senior officer of such person
(or, in the case of a partnership, of a general partner thereof).
"Revolving Credit Availability Period" shall mean the period from and
------------------------------------
including the Effective Date to but excluding the
33
<PAGE>
earlier of (a) the Revolving Credit Maturity Date and (b) the termination of the
Revolving Credit Commitments of the Lenders in accordance with the terms hereof.
"Revolving Credit Borrowing" shall mean a Borrowing comprised of Revolving
--------------------------
Loans.
"Revolving Credit Commitment" shall mean, with respect to each Lender, the
---------------------------
commitment of such Lender to make Revolving Loans hereunder as set forth on
Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender
assumed its Revolving Credit Commitment, as applicable, as the same may be (a)
reduced from time to time pursuant to Section 2.09 and (b) reduced or increased
from time to time pursuant to assignments by or to such Lender pursuant to
Section 9.04.
"Revolving Credit Exposure" shall mean, with respect to any Revolving Credit
-------------------------
Lender at any time, the aggregate principal amount at such time of all
outstanding Revolving Loans of such Lender, plus the aggregate amount at such
time of such Revolving Credit Lender's Letter of Credit Exposure, plus the
aggregate amount at such time of such Revolving Credit Lender's Swingline
Exposure.
"Revolving Credit Lender" shall mean a Lender with a Revolving Credit
-----------------------
Commitment.
"Revolving Credit Maturity Date" shall mean July 31, 2002.
------------------------------
"Revolving Credit Note" shall mean a promissory note of the Borrower,
---------------------
substantially in the form of Exhibit A-3, evidencing Revolving Loans.
"Revolving Loans" shall mean the revolving loans made by the Lenders to the
---------------
Borrower pursuant to Section 2.01(c). Each Revolving Loan shall be a Eurodollar
Revolving Loan or an ABR Revolving Loan.
"Scheduled Principal Payments" shall mean, for any period, without
----------------------------
duplication, (a) the aggregate principal amount of Term Loans paid during such
period pursuant to Section 2.11(a) and/or (b) and (b) the aggregate principal
amount of all scheduled principal payments on Indebtedness (other than Loans) of
the Borrower and its Consolidated Subsidiaries made during such period,
determined on a consolidated basis in accordance with GAAP, including any
discount or premium relating to such Indebtedness, whether expensed or
capitalized. Notwithstanding the foregoing, for purposes of Section 6.16(b)
only, Scheduled Principal Payments for any four-fiscal-quarter period ending on
the last day of the first, second or third fiscal quarter of the Borrower ending
after the Closing Date shall be deemed to equal $2,400,000 (less the annualized
amount of any actual reduction of
34
<PAGE>
payments due under Section 2.11(a) and (b) during such period as provided in
Sections 2.11(g) and (h) or Section 2.12(c) (other than as a result of
prepayments applied in direct order of maturity)).
"SEC" shall mean the Securities and Exchange Commission or any successor
---
agency.
"Secured Parties" shall mean (a) the Lenders, (b) the Agent, in its capacity
---------------
as such under each Loan Document, (c) each Lender or Affiliate thereof with
which the Borrower enters into an Interest Rate Protection Agreement as
permitted hereunder, in its capacity as a party to such agreement, (d) the
beneficiaries of each indemnification obligation undertaken by any of the Loan
Parties under any Loan Document and (e) the successors and assigns of the
foregoing.
"Securities Purchase Agreement" shall mean the Securities Purchase Agreement
-----------------------------
dated as of July 31, 1996 by and among the Borrower and the Bridge Lenders, and
all amendments thereto to the extent permitted under this Agreement.
"Securities Registration Rights Agreement" shall mean the Registration Rights
----------------------------------------
Agreement dated as of July 31, 1996, between FATS and the Bridge Lenders in the
form of Exhibit E to the Securities Purchase Agreement.
"Security Agreement" shall mean the Pledge and Security Agreement among the
------------------
Borrower, the Domestic Subsidiaries and the Agent in the form attached hereto as
Exhibit C, as amended from time to time.
"Seller" shall mean Firearms Training Systems International N.V., a
------
Netherlands Antilles corporation, which will be renamed promptly after the
Closing Date as THIN International N.V.
"Seller Balance Sheet" shall have the meaning assigned to such term in Section
--------------------
3.05(a).
"Seller Financial Statements" shall have the meaning assigned to such term in
---------------------------
Section 3.05(a).
"Seller Pledge Agreement" shall mean the Seller Pledge Agreement between the
-----------------------
Seller and the Agent in the form attached hereto as Exhibit E-2, as amended from
time to time.
"Seller Registration Rights Agreement" shall mean the Registration Rights
------------------------------------
Agreement dated as of the Closing Date among FATS, the Seller and the Buyers in
the form of Exhibit C to the Recapitalization Agreement.
35
<PAGE>
"Senior Subordinated Guarantee Agreements" shall mean (i) the Parent Bridge
----------------------------------------
Notes Guarantee Agreement and (ii) the Subsidiary Bridge Notes Guarantee in the
form of Exhibit B-2 to the Securities Purchase Agreement to be executed by any
Subsidiary which is a party to the Subsidiaries Guarantee Agreement.
"Shareholders Agreement" shall mean the Shareholders Agreement dated as of the
----------------------
Closing Date among the Buyers, the Seller and FATS.
"Single Employer Plan" shall mean any Plan which is covered by Title IV of
--------------------
ERISA, but which is not a Multiemployer Plan.
"Solvent" shall have the meaning assigned to such term in Section 3.19(a).
-------
"Sponsor" shall mean Centre Partners II, LLC, a Delaware limited liability
-------
company.
"Standby Letter of Credit" shall mean an irrevocable standby letter of credit
------------------------
for the account of the Borrower and for the benefit of any holder of obligations
of the Borrower or the Subsidiaries incurred in the ordinary course of business.
"Statutory Reserves" shall mean a fraction (expressed as a decimal), the
------------------
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board and any other banking authority, domestic or foreign,
to which the Agent or any Lender (including any branch, Affiliate or other
fronting office making or holding a Loan) is subject for Eurocurrency
Liabilities (as defined in Regulation D of the Board). Such reserve percentages
shall include those imposed pursuant to such Regulation D. Eurodollar Loans
shall be deemed to constitute Eurocurrency Liabilities and to be subject to such
reserve requirements without benefit of or credit for proration, exemptions or
offsets which may be available from time to time to any Lender under such
Regulation D. Statutory Reserves shall be adjusted automatically on and as of
the effective date of any change in any reserve percentage.
"Subordinated Lenders" shall mean the Bridge Lender and any purchasers of
--------------------
Refinancing Securities.
"Subordination Agreements" shall mean the Bridge Subordination Agreement and
------------------------
the Junior Subordination Agreement.
The term "subsidiary" shall mean, with respect to any person (referred to in
----------
this definition as the "parent"), any corporation, partnership, association or
other business entity
36
<PAGE>
(a) of which Capital Stock representing more than 50% of the aggregate ordinary
voting power or more than 50% of the ownership interests or more than 50% of the
general partnership interests is, at the time any determination is being made,
owned, Controlled or held, or (b) which is, at the time any determination is
made, otherwise Controlled, by (i) the parent, (ii) one or more subsidiaries of
the parent or (iii) the parent and one or more subsidiaries of the parent.
"Subsidiary" shall mean any subsidiary of the Borrower, including FATS UK.
----------
"Subsidiaries Guarantee Agreement" shall mean the Guarantee Agreement between
--------------------------------
the Subsidiaries and the Agent in the form attached hereto as Exhibit B-2, as
amended from time to time.
"Supplemental Agreement" shall mean an agreement between a Subsidiary and the
----------------------
Agent in the form attached hereto as Exhibit I, as amended from time to time.
"Swingline Borrowing" shall mean a Borrowing comprised of Swingline Loans.
-------------------
"Swingline Commitment" shall mean the commitment of the Swingline Lender to
--------------------
make loans pursuant to Section 2.01(d), as the same may be reduced from time to
time pursuant to Section 2.09.
"Swingline Exposure" shall mean at any time the aggregate principal amount at
------------------
such time of all outstanding Swingline Loans. The Swingline Exposure of any
Revolving Credit Lender (including the Agent) at any time shall equal its
Applicable Percentage of the aggregate Swingline Exposure at such time.
"Swingline Lender" shall mean Nationsbank, N.A. (South), in its capacity as
----------------
the maker of Swingline Loans, and its successors in such capacity.
"Swingline Loan" shall mean any loan made by the Swingline Lender pursuant to
--------------
Section 2.01(e).
"Swingline Maturity Date" shall mean July 31, 2002.
-----------------------
"Taxes" shall have the meaning assigned to such term in Section 2.19(a).
-----
"Term Borrowing" shall mean a Borrowing comprised of Term Loans.
--------------
"Term Loans" shall mean any or all of the Tranche A Term Loans and Tranche B
----------
Term Loans.
37
<PAGE>
"Termination and Release Conditions" shall be deemed satisfied upon either (a)
----------------------------------
the satisfaction of the Performance Release Conditions or (b) the consummation
of the Permitted Drop Down Transaction.
"Total Debt" shall mean, as of any date, the aggregate principal amount of (a)
----------
all Term Loans as of such date, (b) all Revolving Loans as of such date and (c)
all other Indebtedness (other than Interest Rate Protection Agreements permitted
by Section 6.01) of the Borrower and its Consolidated Subsidiaries as of such
date, determined on a consolidated basis in accordance with GAAP.
"Total Voting Power" with respect to any person on any date shall mean the
------------------
total number of votes which may be cast in the election of directors of such
person at any meeting of stockholders of such person if all securities entitled
to vote in the election of directors of such person (on a fully diluted basis,
assuming the exercise, conversion or exchange of all rights, warrants, options
and securities exercisable for, exchangeable for or convertible into, such
voting securities on such date or within 60 days thereafter) were present and
voted at such meeting (other than votes that may be cast only upon the happening
of a contingency).
"Trade Letter of Credit" shall mean a trade or commercial letter of credit
----------------------
issued for the account of the Borrower and for the benefit of any holder of
obligations of the Borrower or the Subsidiaries incurred in the ordinary course
of business.
"Tranche A Maturity Date" shall mean July 31, 2002.
-----------------------
"Tranche A Repayment Date" shall have the meaning assigned to such term in
------------------------
Section 2.11(a).
"Tranche A Term Borrowing" shall mean a Borrowing comprised of Tranche A Term
------------------------
Loans.
"Tranche A Term Loan Commitment" shall mean, with respect to each Lender, the
------------------------------
commitment of such Lender to make Tranche A Term Loans hereunder as set forth on
Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender
assumed its Term Loan Commitment, as applicable, as the same may be (a) reduced
from time to time pursuant to Section 2.09 and (b) reduced or increased from
time to time pursuant to assignments by or to such Lender pursuant to Section
9.04.
"Tranche A Term Loans" shall mean the term loans made by the Lenders to the
--------------------
Borrower pursuant to Section 2.01(a). Each Tranche A Term Loan shall be a
Eurodollar Term Loan or an ABR Term Loan.
38
<PAGE>
"Tranche A Term Note" shall mean a promissory note of the Borrower,
-------------------
substantially in the form of Exhibit A-1, evidencing Tranche A Term Loans.
"Tranche B Maturity Date" shall mean July 31, 2003.
-----------------------
"Tranche B Repayment Date" shall have the meaning assigned to such term in
------------------------
Section 2.11(b).
"Tranche B Special Election" shall have the meaning set forth in Section
--------------------------
2.11(i).
"Tranche B Term Borrowing" shall mean a Borrowing comprised of Tranche B Term
------------------------
Loans.
"Tranche B Term Loan Commitment" shall mean, with respect to each Lender, the
------------------------------
commitment of such Lender to make Tranche B Term Loans hereunder as set forth on
Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender
assumed its Term Loan Commitment, as applicable, as the same may be (a) reduced
from time to time pursuant to Section 2.09 and (b) reduced or increased from
time to time pursuant to assignments by or to such Lender pursuant to Section
9.04.
"Tranche B Term Loans" shall mean the term loans made by the Lenders to the
--------------------
Borrower pursuant to Section 2.01(b). Each Tranche B Term Loan shall be a
Eurodollar Term Loan or an ABR Term Loan.
"Tranche B Term Note" shall mean a promissory note of the Borrower,
-------------------
substantially in the form of Exhibit A-2, evidencing Tranche B Term Loans.
"Transferee" shall have the meaning assigned to such term in Section 2.19(a).
----------
"Type" shall have the meaning assigned to such term in Section 1.03.
----
"Unused Revolving Credit Commitments" on any day shall mean the aggregate
-----------------------------------
amount of the Revolving Credit Commitments on such day, less the sum of (a) the
aggregate principal amount of outstanding Revolving Loans on such day and (b)
the Letter of Credit Exposure on such day. The Unused Revolving Credit
Commitment of any Lender on any day shall mean the amount of such Lender's
Revolving Credit Commitment on such day, less the sum of its outstanding
Revolving Loans on such day and its Letter of Credit Exposure on such day. For
the avoidance of doubt, in calculating the Unused Revolving Credit Commitments
of the Lenders or the Unused Revolving Credit Commitment of any Lender, no
deduction shall be made on account of outstanding Swingline Loans.
39
<PAGE>
"Warrant Escrow Agreement" shall mean the Escrow Agreement dated as of July
------------------------
31, 1996, among FATS, the Bridge Lenders and the escrow agent which is a party
thereto in the form of Exhibit D to the Securities Purchase Agreement.
"Warrants" shall mean the warrants issued under the Securities Purchase
--------
Agreement, in the form of Exhibit C thereto, to purchase shares of Common Stock
representing up to 12.50% of the fully diluted Common Stock; provided that the
--------
obligations to issue shares upon exercise of the Warrants shall not be assumed
by the Drop Down Subsidiary in the Permitted Drop Down Transaction, but shall
instead remain obligations of FATS.
"Wholly Owned Subsidiary" shall mean, at any time, any Subsidiary all the
-----------------------
Capital Stock of which is at such time directly or indirectly owned by the
Borrower.
"Working Capital" shall mean, as of any date of determination, an amount equal
---------------
to (a) Current Assets as of such date, but excluding cash and Cash Equivalents
described under clauses (a) through (f) of the definition thereof, minus (b)
-----
Current Liabilities as of such date, but excluding (i) the current portion of
long-term Indebtedness and (ii) Revolving Loans. Working Capital as of any date
may be a positive or negative number. Working Capital increases when it becomes
more positive or less negative and decreases when it becomes less positive or
more negative, and all such increases and decreases for any period shall be
determined in a manner consistent with that used in preparing the Borrower's
consolidated statements of cash flows for the same period in accordance with
GAAP.
SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall apply
---------------
equally to both the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including"
shall be deemed to be followed by the phrase "without limitation". All
references herein to Articles, Sections, Exhibits and Schedules shall be deemed
references to Articles and Sections of, and Exhibits and Schedules to, this
Agreement unless the context shall otherwise require. Unless otherwise
expressly provided herein, all terms of an accounting or financial nature used
herein shall be interpreted in accordance with GAAP, as in effect from time to
time; provided, however, that, for purposes of (a) making any calculation
-------- -------
contemplated by the provisions of Article II and (b) determining compliance with
any covenant set forth in Article VI, such terms shall be construed in
accordance with GAAP as in effect on the date of this Agreement applied on a
basis consistent with the application used in preparing the Borrower Financial
Statements.
40
<PAGE>
SECTION 1.03. Types of Borrowings. The term "Borrowing" refers to the
-------------------
portion of the aggregate principal amount of Loans of any Class outstanding
hereunder which bears interest of a specific Type and for a specific Interest
Period pursuant to a notice of Borrowing pursuant to Section 2.03. Each
Lender's ratable share of each Borrowing is referred to herein as a separate
"Loan". Borrowings and Loans hereunder are distinguished by "Class" and by
"Type". The "Class" of a Loan or of a Commitment to make such a Loan or of a
Borrowing comprising such Loans refers to whether such Loan is a Tranche A Term
Loan, a Tranche B Term Loan, a Revolving Loan or a Swingline Loan, each of which
constitutes a Class. The "Type" of a Loan refers to whether such Loan is an ABR
Loan or a Eurodollar Loan. Borrowings and Loans may (but need not) be identified
both by Class and Type (e.g., a "Eurodollar Tranche A Term Loan" is a Loan which
----
is both a Tranche A Term Loan and a Eurodollar Loan).
ARTICLE II
THE CREDITS
SECTION 2.01. Commitment to Make Loans. (a) Subject to the terms and
------------------------
conditions and relying upon the representations and warranties herein set forth,
each Lender agrees, severally and not jointly, to make a Tranche A Term Loan to
the Borrower on the Closing Date in a principal amount equal to the amount of
its Tranche A Term Loan Commitment.
(b) Subject to the terms and conditions and relying upon the representations
and warranties herein set forth, each Lender agrees, severally and not jointly,
to make a Tranche B Term Loan to the Borrower on the Closing Date in a principal
amount equal to the amount of its Tranche B Term Loan Commitment.
(c) Subject to the terms and conditions and relying upon the representations
and warranties herein set forth, each Revolving Credit Lender agrees, severally
and not jointly, to make Revolving Loans to the Borrower, at any time and from
time to time during the Revolving Credit Availability Period, in an aggregate
principal amount at any one time outstanding not to exceed the excess, if any,
of (i) such Lender's Revolving Credit Commitment at such time over (ii) such
Lender's Revolving Credit Exposure at such time.
(d) Subject to the terms and conditions and relying upon the representations
and warranties herein set forth, the Swingline Lender agrees to make Swingline
Loans to the Borrower at any time and from time to time after the Closing Date
and during the Revolving Credit Availability Period, in an aggregate principal
amount at any time outstanding not to exceed the lesser of (i) $2,000,000 and
(ii) the excess, if any, of (A) the
41
<PAGE>
Revolving Credit Commitments at such time over (B) the Aggregate Revolving
Credit Exposure at such time.
(e) The Borrower may borrow, pay or prepay and reborrow Revolving Loans and
Swingline Loans during the Revolving Credit Availability Period, within the
limits set forth in Sections 2.01(c) and 2.01(d) and upon the other terms and
subject to the other conditions and limitations set forth herein. Amounts paid
or prepaid in respect of the Tranche A Term Loans or the Tranche B Term Loans
may not be reborrowed.
SECTION 2.02. Loans. (a) Each Loan (other than Swingline Loans) shall be
-----
made as part of a Borrowing consisting of Loans made by the Lenders ratably in
accordance with their respective Tranche A Term Loan Commitments, Tranche B Term
Loan Commitments or Revolving Credit Commitments, as the case may be; provided,
--------
however, that the failure of any Lender to make any Loan shall not in itself
- -------
relieve any other Lender of its obligation to lend hereunder (it being
understood, however, that no Lender shall be responsible for the failure of any
other Lender to make any Loan required to be made by such other Lender). The
ABR Loans comprising a Borrowing of any Class (other than a Swingline Borrowing)
shall be in an aggregate principal amount equal to an integral multiple of
$100,000 and not less than $500,000 (or, in the case of Revolving Credit
Borrowings, an aggregate principal amount equal to the remaining balance of the
Revolving Credit Commitments). The Eurodollar Loans comprising a Borrowing of
any Class shall be in an aggregate principal amount equal to an integral
multiple of $100,000 and not less than $500,000. Each Swingline Loan shall be
in a principal amount that is an integral multiple of $100,000.
(b) A particular Borrowing of any Class shall consist solely of ABR Loans or
Eurodollar Loans of such Class, as the Borrower may request pursuant to Section
2.03; provided that (i) if an Event of Default or Default shall have occurred
--------
and be continuing (A) the Borrower shall not be entitled to request any
Eurodollar Loans and (B) no Loans of any Type shall be made unless such Event of
Default or Default shall have been waived in accordance with Section 9.08(b) and
(ii) all Swingline Borrowings shall consist solely of ABR Loans. Each Lender
may at its option fulfill its Commitment with respect to any Eurodollar Loan by
causing any domestic or foreign branch or Affiliate of such Lender to make such
Loan; provided that any exercise of such option shall not affect the obligation
--------
of the Borrower to repay such Loan in accordance with the terms of this
Agreement and the applicable Note. Borrowings of more than one Type and
Eurodollar Loans bearing interest for more than one specific Interest Period may
be outstanding at the same time; provided, however, that the Borrower shall not
-------- -------
be entitled to request any Borrowing or any continuation or conversion thereof
which, if made, would result in an aggregate of more than eight separate
Eurodollar Loans of
42
<PAGE>
any Lender being outstanding hereunder at any one time. For purposes of the
foregoing, Loans having different Interest Periods, regardless of whether they
commence on the same date, shall be considered separate Loans.
(c) Subject to Section 2.02(g), each Lender shall make a Loan in the amount of
its pro rata portion, as determined under Section 2.16, of each Borrowing (other
than a Swingline Borrowing) hereunder on the proposed date thereof by wire
transfer of immediately available funds to the Agent in Charlotte, North
Carolina, not later than 1:00 p.m., Charlotte time, and the Agent shall by 3:00
p.m., Charlotte time, credit or wire transfer the amounts so received to an
account in the name of the Borrower, maintained with the Agent or, if a
Borrowing shall not occur on such date because any condition precedent herein
specified shall not have been met, return the amounts so received to the
respective Lenders. The Swingline Lender shall make each Swingline Loan
available to the Borrower by means of a credit to the general deposit account of
the Borrower with the Agent by 3:00 p.m. on the date such Swingline Loan is so
requested pursuant to Section 2.03.
(d) If the Agent has not received from the Borrower the payment required by
Section 2.21(g) by 12:30 p.m., Charlotte time, one Business Day after receipt by
the Borrower of notice from the Issuing Bank that payment of a draft presented
under any Letter of Credit has been or will be made, as provided in Section
2.21(g), the Agent will promptly notify the Issuing Bank and each Revolving
Credit Lender of the Letter of Credit Disbursement and, in the case of each
Revolving Credit Lender, its pro rata share (based on the percentage of the
aggregate Revolving Credit Commitments represented by such Revolving Credit
Lender's Revolving Credit Commitment) of such Letter of Credit Disbursement. Not
later than 10:00 a.m., Charlotte time, on the next Business Day, each Revolving
Credit Lender shall make available its pro rata share of such Letter of Credit
Disbursement, in Federal or other funds immediately available in Charlotte, to
the Agent at its address set forth in Section 9.01, and the Agent will promptly
make such funds available to the Issuing Bank. The Agent will promptly remit to
each Revolving Credit Lender that shall have made such funds available its pro
rata share (based on the percentage of the aggregate Revolving Credit
Commitments represented by such Revolving Credit Lender's Revolving Credit
Commitment) of any amounts subsequently received by the Agent from the Borrower
in respect of such Letter of Credit Disbursement.
(e) Unless the Agent shall have received notice from a Lender prior to the
date of any Borrowing, or prior to the time of any required payment by any
Lender in respect of a Letter of Credit Disbursement, that such Lender will not
make available to the Agent such Lender's portion of such Borrowing or payment,
the
43
<PAGE>
Agent may assume that such Lender has made such portion available to the Agent
on the date of such Borrowing or payment in accordance with Section 2.02(c) or
(d), as applicable, and the Agent may, in reliance upon such assumption, make
available to the Borrower or the Issuing Bank, as the case may be, on such date
a corresponding amount. If and to the extent that such Lender shall not have
made such portion available to the Agent, such Lender and the Borrower severally
agree to repay to the Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from the date such amount is made
available to the Borrower or the Issuing Bank (or, if the Agent and the Issuing
Bank are the same person, from the date of such payment in respect of a Letter
of Credit Disbursement), as applicable, until the date such amount is repaid to
the Agent at (i) in the case of the Borrower, the interest rate applicable
thereto pursuant to Section 2.06 or 2.21(g), as applicable, and (ii) in the case
of such Lender, the Federal Funds Effective Rate. If such Lender shall repay to
the Agent such corresponding amount in respect of a Borrowing, such amount shall
constitute such Lender's Loan as part of such Borrowing for purposes of this
Agreement.
(f) Notwithstanding any other provision of this Agreement, the Borrower shall
not be entitled to request any Revolving Credit Borrowing if the Interest Period
requested with respect thereto would end after the Revolving Credit Maturity
Date. Any Revolving Credit Borrowing which cannot be refinanced as a Eurodollar
Borrowing by reason of the preceding sentence shall be automatically converted
at the end of the Interest Period in effect for such Borrowing into an ABR
Revolving Credit Borrowing.
(g) The Borrower may refinance all or any part of any Revolving Credit
Borrowing with a Revolving Credit Borrowing of the same or a different Type,
upon the terms and subject to the conditions and limitations set forth in this
Agreement. Any Revolving Credit Borrowing or part thereof so refinanced shall
be deemed for all purposes to be simultaneously repaid or prepaid in accordance
with Section 2.04 or 2.12, as applicable, with the proceeds of a new Revolving
Credit Borrowing and the proceeds of such new Revolving Credit Borrowing (to the
extent they do not exceed the principal amount of the Borrowing being
refinanced) shall not be paid by the Lenders to the Agent or by the Agent to the
Borrower pursuant to Section 2.02(c).
(h) The Swingline Lender may by written notice given to the Agent not later
than 11:00 a.m., Charlotte time, on any Business Day require the Revolving
Credit Lenders to acquire participations on such Business Day in all or a
portion of the Swingline Loans outstanding. Such notice shall specify the
aggregate principal amount of Swingline Loans in which Revolving Credit Lenders
will participate. The Agent will, promptly upon receipt of such notice, give
notice to each Revolving Credit
44
<PAGE>
Lender, specifying in such notice such Revolving Credit Lender's Applicable
Percentage of such Swingline Loan or Loans. In furtherance of the foregoing,
each Revolving Credit Lender hereby absolutely and unconditionally agrees, upon
receipt of notice as provided above, to pay to the Agent, for the account of the
Swingline Lender, such Revolving Credit Lender's Applicable Percentage of such
Swingline Loan or Loans. Each Revolving Credit Lender acknowledges and agrees
that its obligation to acquire participations in Swingline Loans pursuant to
this paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default
or an Event of Default, and that each such payment shall be made without any
offset, abatement, withholding or reduction whatsoever. Each Revolving Credit
Lender shall comply with its obligation under this paragraph by wire transfer of
immediately available funds, in the same manner as provided in Section 2.02(c)
with respect to Revolving Loans made by such Revolving Credit Lender (and
Section 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the
------- --------
Revolving Credit Lenders) and the Agent shall promptly pay to the Swingline
Lender the amounts so received by it from the Revolving Credit Lenders. The
Agent shall notify the Borrower of any participations in any Swingline Loan
acquired pursuant to this paragraph and thereafter payments in respect of such
Swingline Loan shall be made to the Agent and not to the Swingline Lender. Any
amounts received by the Swingline Lender from the Borrower (or other party on
behalf of the Borrower) in respect of a Swingline Loan after receipt by the
Swingline Lender of the proceeds of a sale of participations therein shall be
promptly remitted to the Agent; any such amounts received by the Agent shall be
promptly remitted by the Agent to the Revolving Credit Lenders that shall have
made their payments pursuant to this paragraph and to the Swingline Lender, as
their interests may appear. The purchase of participations in a Swingline Loan
pursuant to this paragraph shall not relieve the Borrower (or other party liable
for obligations of the Borrower) of any default in the payment thereof.
SECTION 2.03. Notice of Borrowings. The Borrower shall give the Agent
--------------------
written or telecopy notice (or telephone notice promptly confirmed in writing or
by telecopy) (a) in the case of a Eurodollar Borrowing, not later than 10:00
a.m., Charlotte time, three Business Days before a proposed borrowing, (b) in
the case of an ABR Borrowing (other than a Swingline Borrowing), not later than
11:00 a.m., Charlotte time, on the Business Day of a proposed borrowing and (c)
in the case of a Swingline Borrowing, not later than 1:00 p.m. Charlotte time,
on the Business Day of a proposed Swingline Borrowing. Any such notice of
Borrowing shall be irrevocable, shall be substantially in the form of Exhibit M
hereto, and shall in each case refer to this Agreement and specify (i) whether
the Borrowing then being requested is to be a Tranche A Term Borrowing, a
Tranche B Term Borrowing, a Revolving
45
<PAGE>
Credit Borrowing or a Swingline Borrowing, and whether such Borrowing is to be a
Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which
shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is
to be a Eurodollar Borrowing, the Interest Period with respect thereto. If no
election as to the Type of Borrowing is specified in any such notice, then the
requested Borrowing shall be an ABR Borrowing. If no Interest Period with
respect to any Eurodollar Borrowing is specified in any such notice, then the
Borrower shall be deemed to have selected an Interest Period of one month's
duration. If the Borrower shall not have given notice in accordance with this
Section 2.03 of its election to refinance a Revolving Credit Borrowing prior to
the end of the Interest Period in effect for such Borrowing, then the Borrower
shall (unless such Borrowing is repaid at the end of such Interest Period) be
deemed to have given notice of an election to refinance such Borrowing with an
ABR Borrowing. The Agent shall promptly advise the applicable Lenders or the
Swingline Lender, as the case may be, of any notice given pursuant to this
Section 2.03 and of each Lender's portion of the requested Borrowing.
SECTION 2.04. Notes; Repayment of Loans. The Tranche A Term Loans, the
-------------------------
Tranche B Term Loans, the Revolving Loans and the Swingline Loans made by each
Lender (including the Swingline Lender) shall be evidenced by a Tranche A Term
Note, a Tranche B Term Note, a Revolving Credit Note and a Swingline Note,
respectively, duly executed and delivered on behalf of the Borrower, dated the
Closing Date, in substantially the form attached hereto as Exhibit A-1, A-2, A-3
or A-4 as applicable, with the blanks appropriately filled, payable to the order
of such Lender in a principal amount equal to such Lender's Tranche A Term Loan
Commitment (in the case of its Tranche A Term Note), Tranche B Term Loan
Commitment (in the case of its Tranche B Term Note), Revolving Credit Commitment
(in the case of its Revolving Credit Note) and Swingline Commitment (in the case
of the Swingline Note). The outstanding principal balance of each Loan, as
evidenced by the applicable Note, shall be payable (a) in the case of a Tranche
A Term Loan or a Tranche B Term Loan, as provided in Section 2.11, (b) in the
case of a Revolving Loan, on the last day of the Interest Period applicable to
such Loan and on the Revolving Credit Maturity Date and (c) in the case of a
Swingline Loan, on the last day of the Interest Period applicable to such Loan
and on the Swingline Maturity Date. Each Note shall bear interest from the date
of the first Borrowing hereunder on the outstanding principal balance thereof as
set forth in Section 2.06. Each Lender shall, and is hereby authorized by the
Borrower to, endorse on the schedule attached to each Note delivered to such
Lender (or on a continuation of such schedule attached to such Note and made a
part thereof), or otherwise to record in such Lender's internal records, an
appropriate notation evidencing the date and amount of each applicable Loan from
such Lender, each payment and prepayment of principal of any such
46
<PAGE>
Loan, each payment of interest on any such Loan and the other information
provided for on such schedule; provided, however, that the failure of any Lender
-------- -------
to make such a notation or any error therein shall not affect the obligation of
the Borrower to repay the Loans made by such Lender in accordance with the terms
of this Agreement and the applicable Notes.
SECTION 2.05. Fees. (a) The Borrower shall pay to the Agent for the account
----
of each Lender, on the last day of March, June, September and December in each
year, commencing on September 30, 1996, and on the date on which the Revolving
Credit Commitment of such Lender shall be terminated as provided herein, a
commitment fee (a "Commitment Fee"), on the average daily amount of the Unused
--------------
Revolving Credit Commitment of such Lender during the preceding quarter (or such
other period commencing with the Closing Date or ending with the date on which
the Revolving Credit Commitment of such Lender shall be terminated), equal to
0.50% per annum. All Commitment Fees shall be computed on the basis of the
actual number of days elapsed in a year of 360 days. The Commitment Fees due to
each Lender shall commence to accrue on the Closing Date and cease to accrue on
the date on which the Revolving Credit Commitment of such Lender shall be
terminated as provided herein.
(b) The Borrower agrees to pay to the Agent, for its own account, the fees
payable by the Sponsor set forth in the Fee Letter dated June 5, 1996 among the
Agent, NationsBanc Capital Markets, Inc. and the Sponsor and in the applicable
provisions of the Commitment Letter dated June 5, 1996 among such parties
(together, the "Fee Letter"), in the amounts and on the dates provided in the
----------
Fee Letter. Such fees shall be in addition to the reimbursement of the Agent's
reasonable out-of-pocket expenses.
(c) All Fees shall be paid on the dates due, in immediately available funds.
Once paid, none of the Fees shall be refundable under any circumstances (absent
manifest error).
SECTION 2.06. Interest on Loans. (a) Subject to the provisions of Section
-----------------
2.07, each Tranche A Term Loan, Tranche B Term Loan, Revolving Loan or Swingline
Loan comprising an ABR Borrowing shall bear interest for each day from the date
such Loan is made until it becomes due (computed on the basis of the actual
number of days elapsed over a year of 365 or 366 days, as the case may be, when
the Alternate Base Rate is determined by reference to the Prime Rate and over a
year of 360 days at all other times) at a rate per annum equal to the Alternate
Base Rate, plus the Applicable ABR Margin in effect from time to time for such
Class of Loan, plus the Additional Drop Down Margin in effect from time to time.
So long as any ABR Borrowing is outstanding, the Agent shall promptly notify the
Borrower of any change in the Alternate Base Rate.
47
<PAGE>
(b) Subject to the provisions of Section 2.07, each Tranche A Term Loan,
Tranche B Term Loan or Revolving Loan comprising a Eurodollar Borrowing shall
bear interest for each day from the date such Loan is made until it becomes due
(computed on the basis of the actual number of days elapsed over a year of 360
days) at a rate per annum equal to the Adjusted LIBO Rate for the Interest
Period in effect for such Borrowing, plus the Applicable Eurodollar Margin in
effect from time to time for such Class of Loan, plus the Additional Drop Down
Margin in effect from time to time.
(c) Any change in the Applicable ABR Margin and Applicable Eurodollar Margin
required hereunder shall become effective five days after the date the Borrower
delivers its financial statements required by Section 5.04(a) or (b), as the
case may be, and the certificate required by Section 5.04(d); provided that if
--------
the Borrower fails to deliver such financial statements and certificate on or
before the date such statements and certificate are required to be delivered
pursuant to Section 5.04(a) or (b), as the case may be, and Section 5.04(d), the
Applicable ABR Margin and Applicable Eurodollar Margin for the period from such
required date until the date such statements and certificate are actually
delivered shall be calculated as if a Level III Pricing Period were in effect,
and after the date such statements and certificate are actually delivered the
Applicable ABR Margin and Applicable Eurodollar Margin shall be determined as
otherwise provided for herein; and provided further that any calculation
-------- -------
pursuant to the preceding proviso shall not excuse or limit the remedies
available for any Default or Event of Default as a result of the failure to
deliver such statements.
(d) Interest on each Loan shall be payable on the Interest Payment Dates
applicable to such Loan, except as otherwise provided in this Agreement. The
applicable Alternate Base Rate or Adjusted LIBO Rate for each Interest Period or
day within an Interest Period, as the case may be, shall be determined by the
Agent in good faith, and such determination shall be conclusive absent manifest
error.
SECTION 2.07. Default Interest. If and for so long as any Event of Default
----------------
shall have occurred and be continuing, interest shall accrue, to the extent
permitted by applicable law, on the outstanding amount of all Obligations during
the period from (and including) the date of such Event of Default to (but not
including) the date of actual payment (after as well as before judgment) at, (a)
in the case of principal of or interest on any Loan, the rate per annum
(computed on the basis of the actual number of days elapsed over a year of 365
or 366 days, as the case may be, when determined by reference to the Prime Rate
and over a year of 360 days at all other times) applicable to such Loan during
such period pursuant to Section 2.06, plus 2.00% and (b) in the case of any
other amount, a rate per annum (computed
48
<PAGE>
on the basis of the actual number of days elapsed over a year of 365 or 366
days, as the case may be, when determined by reference to the Prime Rate and
over a year of 360 days at all other times) equal to the rate applicable to ABR
Revolving Loans during such period pursuant to Section 2.06, plus 2.00%. The
Borrower shall pay all such accrued but unpaid interest from time to time upon
demand.
SECTION 2.08. Alternate Rate of Interest. In the event, and on each
--------------------------
occasion, that on the day two Business Days prior to the commencement of any
Interest Period for a Eurodollar Borrowing the Agent shall have reasonably
determined that dollar deposits in the principal amounts of the Loans comprising
such Borrowing are not generally available in the London interbank market, or
that the rates at which such dollar deposits are being offered will not
adequately and fairly reflect the cost to the Lenders of making or maintaining
Eurodollar Loans during such Interest Period, or that reasonable means do not
exist for ascertaining the Adjusted LIBO Rate, the Agent shall, as soon as
practicable thereafter, give written or telecopy notice of such determination to
the Borrower and the Lenders. In the event of any such determination, any
request by the Borrower for a Eurodollar Borrowing pursuant to Section 2.03 or
2.10 shall, until the Agent shall have advised the Borrower and the Lenders that
the circumstances giving rise to such notice no longer exist, be deemed to be a
request for an ABR Borrowing. Each determination by the Agent hereunder shall
be conclusive absent manifest error.
SECTION 2.09. Termination and Reduction of Commitments. (a) The Tranche A
----------------------------------------
Term Loan Commitments and the Tranche B Term Loan Commitments shall be
automatically terminated at 5:00 p.m., Charlotte time, on the earlier of (i) the
Closing Date and (ii) July 31, 1996. The Revolving Credit Commitments shall be
automatically terminated at 5:00 p.m., Charlotte time, on (A) July 31, 1996, if
the first Borrowing hereunder in accordance with Article IV has not occurred by
such date and (B) otherwise, the Revolving Credit Maturity Date. The Swingline
Commitment shall be automatically terminated at 5:00 p.m., Charlotte time, on
(A) July 31, 1996, if the first Borrowing hereunder in accordance with Article
IV has not occurred by such date and (B) otherwise, the Swingline Maturity Date.
(b) Upon at least five Business Days' prior irrevocable written or telecopy
notice to the Agent, the Borrower may at any time in whole permanently
terminate, or in part permanently reduce, the Revolving Credit Commitments;
provided, however, that (i) each partial reduction of the Revolving Credit
- -------- -------
Commitments shall be in an aggregate principal amount which is equal to
$1,000,000 or an integral multiple thereof and (ii) the Borrower shall comply
with the provisions of Section 2.11(c).
49
<PAGE>
(c) The Revolving Credit Commitments shall be permanently reduced, after all
outstanding Term Loans have been paid in full, by 100% of the amount of any
mandatory prepayment of Revolving Loans, Swingline Loans and reduction of Letter
of Credit Exposure that is required pursuant to Section 2.11(e) or (f), as
provided in Sections 2.11(g) and (h) (and, in the event that the amount of any
Net Cash Proceeds referred to in Section 2.11(e) or any portion of Excess Cash
Flow referred to in Section 2.11(f) which is allocable to the Revolving Loans,
the Swingline Loans and Letter of Credit Exposure exceeds the amount of all
outstanding Revolving Loans, Swingline Loans and Letter of Credit Exposure, the
Revolving Credit Commitments shall be further reduced by 100% of such excess).
Any such reduction shall be effective at the time the related mandatory
prepayment is (or would be) required to be made.
(d) In the event and on each occasion that the Revolving Credit Commitments
shall be permanently reduced to an amount less than $2,000,000, the Swingline
Commitment shall be reduced at the same time by an amount sufficient to cause
the Swingline Commitment not to exceed the Revolving Credit Commitments.
(e) Each reduction in the Revolving Credit Commitments shall be made ratably
among the Revolving Credit Lenders in accordance with their respective Revolving
Credit Commitments. The Borrower shall pay to the Agent for the account of the
Revolving Credit Lenders, on the date of each termination or reduction of the
Revolving Credit Commitments, the Commitment Fee on the amount of the Revolving
Credit Commitments so terminated or reduced accrued to the date of such
termination or reduction.
SECTION 2.10. Conversion and Continuation of Term Borrowings. The Borrower
----------------------------------------------
shall have the right at any time upon prior irrevocable notice to the Agent (a)
not later than 11:00 a.m., Charlotte time, one Business Day prior to conversion,
to convert all or any portion of any Eurodollar Term Borrowing into an ABR Term
Borrowing, (b) not later than 10:00 a.m., Charlotte time, three Business Days
prior to conversion or continuation, to convert all or any portion of any ABR
Term Borrowing into a Eurodollar Term Borrowing or to continue all or any
portion of any Eurodollar Term Borrowing as a Eurodollar Term Borrowing for an
additional Interest Period and (c) not later than 10:00 a.m., Charlotte time,
three Business Days prior to conversion, to convert the Interest Period with
respect to all or any portion of any Eurodollar Term Borrowing to another
permissible Interest Period, subject in each case to the following:
(i) each conversion or continuation shall be made pro rata among the Lenders
in accordance with the respective principal amounts of the Loans comprising the
converted or continued Term Borrowing;
50
<PAGE>
(ii) if less than all the outstanding principal amount of any Term Borrowing
shall be converted or continued, the aggregate principal amount of such Term
Borrowing converted or continued shall be equal to $1,000,000 or an integral
multiple thereof;
(iii) each conversion or continuation shall be effected by each Lender and
the Agent by recording for the account of such Lender the new Term Loan of such
Lender resulting from such conversion or continuation and reducing the Term Loan
(or portion thereof) of such Lender being converted or continued by an
equivalent principal amount; accrued interest on a Term Loan (or portion
thereof) being converted or continued shall be paid by the Borrower (A) with
respect to any ABR Loan being converted to a Eurodollar Loan, at the end of the
Interest Period applicable to such Term Loan prior to its conversion and (B)
otherwise, at the time of conversion or continuation;
(iv) if any Eurodollar Term Borrowing is converted at a time other than the
end of the Interest Period applicable thereto, the Borrower shall pay, upon
demand, any amounts due to the Lenders pursuant to Section 2.15;
(v) any portion of a Term Borrowing maturing or required to be repaid in less
than one month may not be converted into or continued as a Eurodollar Term
Borrowing;
(vi) any portion of a Term Borrowing which cannot be converted into or
continued as a Eurodollar Term Borrowing by reason of clause (v) above shall be
automatically converted at the end of the Interest Period in effect for such
Borrowing into an ABR Term Borrowing;
(vii) no Interest Period may be selected for any Eurodollar Tranche A Term
Borrowing that would end later than a Tranche A Repayment Date occurring on or
after the first day of such Interest Period if, after giving effect to such
selection, the aggregate outstanding amount of (A) the Eurodollar Tranche A Term
Borrowings with Interest Periods ending on or prior to such Tranche A Repayment
Date and (B) the ABR Tranche A Term Borrowings would not be at least equal to
the principal amount of Tranche A Term Borrowings to be paid on such Tranche A
Repayment Date;
(viii) no Interest Period may be selected for any Eurodollar Tranche B Term
Borrowing that would end later than a Tranche B Repayment Date occurring on or
after the first day of such Interest Period if, after giving effect to such
selection, the aggregate outstanding amount of (A) Eurodollar Tranche B Term
Borrowings with Interest
51
<PAGE>
Periods ending on or prior to such Tranche B Repayment Date and (B) the ABR
Tranche B Term Borrowings would not be at least equal to the principal
amount of Tranche B Term Borrowings to be paid on such Tranche B Repayment
Date;
(ix) no ABR Term Borrowing may be converted into a Eurodollar Term
Borrowing, and no Eurodollar Term Borrowing may be continued as a Eurodollar
Borrowing for an additional Interest Period or converted to another Interest
Period as a Eurodollar Borrowing, if an Event of Default or Default has
occurred and is continuing; and
(x) the resulting Borrowings shall satisfy the limitations set forth
in Section 2.02(b) regarding the maximum number of Eurodollar Loans of any
Lender which may be outstanding hereunder at any one time.
Each notice pursuant to this Section 2.10 shall be irrevocable and shall
refer to this Agreement and specify (I) the principal amount, the Class, the
Type and, in the case of a Eurodollar Term Borrowing, the Interest Period of the
Term Borrowing that the Borrower requests be converted or continued, (II)
whether such Term Borrowing is to be converted to or continued as a Eurodollar
Term Borrowing or an ABR Term Borrowing, (III) if such notice requests a
conversion, the date of such conversion (which shall be a Business Day) and (IV)
if such Term Borrowing is to be converted to or continued as a Eurodollar Term
Borrowing, the Interest Period with respect thereto. If no Interest Period is
specified in any such notice with respect to any conversion to or continuation
as a Eurodollar Term Borrowing, the Borrower shall be deemed to have selected an
Interest Period of one month's duration. The Agent shall advise the applicable
Lenders of any notice given pursuant to this Section 2.10 and of each such
Lender's portion of any converted or continued Term Borrowing. If the Borrower
shall not have given notice in accordance with this Section 2.10 to continue any
Term Borrowing into a subsequent Interest Period (and shall not otherwise have
given notice in accordance with this Section 2.10 to convert such Term
Borrowing), such Term Borrowing shall, at the end of the Interest Period
applicable thereto (unless repaid pursuant to the terms hereof), automatically
be continued into a new Interest Period as an ABR Term Borrowing.
SECTION 2.11. Mandatory Repayments and Prepayments. (a) Subject to
------------------------------------
adjustment as provided in Sections 2.11(g) and (h) or Section 2.12(c), (i) the
Tranche A Term Loans shall be payable as to principal in 24 installments,
consisting of 23 consecutive quarterly installments due on the last day of
March, June, September and December of each year, commencing on September 30,
1996, and a final installment due on the Tranche A Maturity Date (each such
date, including the Tranche A Maturity Date, being called a "Tranche A Repayment
-------------------
Date") and (ii) the amount of each
- ----
52
<PAGE>
such installment due on any Tranche A Repayment Date is set forth in the chart
below opposite such Tranche A Repayment Date.
<TABLE>
<CAPTION>
TRANCHE A REPAYMENT DATE INSTALLMENT AMOUNT
- ----------------------------------------------
<S> <C>
September 30, 1996 $ 200,000
- ----------------------------------------------
December 31, 1996 $ 600,000
- ----------------------------------------------
March 31, 1997 $ 600,000
- ----------------------------------------------
June 30, 1997 $ 600,000
- ----------------------------------------------
September 30, 1997 $ 750,000
- ----------------------------------------------
December 31, 1997 $ 750,000
- ----------------------------------------------
March 31, 1998 $ 750,000
- ----------------------------------------------
June 30, 1998 $ 750,000
- ----------------------------------------------
September 30, 1998 $1,500,000
- ----------------------------------------------
December 31, 1998 $1,500,000
- ----------------------------------------------
March 31, 1999 $1,500,000
- ----------------------------------------------
June 30, 1999 $1,500,000
- ----------------------------------------------
September 30, 1999 $1,500,000
- ----------------------------------------------
December 31, 1999 $1,500,000
- ----------------------------------------------
March 31, 2000 $1,500,000
- ----------------------------------------------
June 30, 2000 $1,500,000
- ----------------------------------------------
September 30, 2000 $1,500,000
- ----------------------------------------------
December 31, 2000 $1,500,000
- ----------------------------------------------
March 31, 2001 $1,500,000
- ----------------------------------------------
June 30, 2001 $1,500,000
- ----------------------------------------------
September 30, 2001 $1,750,000
- ----------------------------------------------
December 31, 2001 $1,750,000
- ----------------------------------------------
March 31, 2002 $1,750,000
- ----------------------------------------------
Tranche A Maturity Date $1,750,000
- ----------------------------------------------
</TABLE>
(b) Subject to adjustment as provided in Sections 2.11(g) and (h) or Section
2.12(c), (i) the Tranche B Term Loans shall be payable as to principal in 28
installments, consisting of 27 consecutive quarterly installments due on the
last day of March,
53
<PAGE>
June, September and December of each year, commencing on September 30, 1996, and
a final installment due on the Tranche B Maturity Date (each such date,
including the Tranche B Maturity Date, being called a "Tranche B Repayment
-------------------
Date") and (ii) the amount of each such installment due on any Tranche B
Repayment Date is set forth in the chart below opposite such Tranche B Repayment
Date.
<TABLE>
<CAPTION>
TRANCHE B REPAYMENT DATE INSTALLMENT AMOUNT
- ----------------------------------------------
<S> <C>
December 31, 1996 $ 150,000
- ----------------------------------------------
March 31, 1997 $ 125,000
- ----------------------------------------------
June 30, 1997 $ 125,000
- ----------------------------------------------
September 30, 1997 $ 125,000
- ----------------------------------------------
December 31, 1997 $ 125,000
- ----------------------------------------------
March 31, 1998 $ 125,000
- ----------------------------------------------
June 30, 1998 $ 125,000
- ----------------------------------------------
September 30, 1998 $ 125,000
- ----------------------------------------------
December 31, 1998 $ 125,000
- ----------------------------------------------
March 31, 1999 $ 125,000
- ----------------------------------------------
June 30, 1999 $ 125,000
- ----------------------------------------------
September 30, 1999 $ 125,000
- ----------------------------------------------
December 31, 1999 $ 125,000
- ----------------------------------------------
March 31, 2000 $ 125,000
- ----------------------------------------------
June 30, 2000 $ 125,000
- ----------------------------------------------
September 30, 2000 $ 125,000
- ----------------------------------------------
December 31, 2000 $ 125,000
- ----------------------------------------------
March 31, 2001 $ 125,000
- ----------------------------------------------
June 30, 2001 $ 125,000
- ----------------------------------------------
September 30, 2001 $ 125,000
- ----------------------------------------------
December 31, 2001 $ 125,000
- ----------------------------------------------
March 31, 2002 $ 125,000
- ----------------------------------------------
June 30, 2002 $ 125,000
- ----------------------------------------------
September 30, 2002 $9,250,000
- ----------------------------------------------
December 31, 2002 $9,250,000
- ----------------------------------------------
</TABLE>
54
<PAGE>
<TABLE>
<S> <C>
March 31, 2003 $9,250,000
- ----------------------------------------------
Tranche B Maturity Date $9,350,000
- ----------------------------------------------
</TABLE>
(c) In the event and on each occasion that the Aggregate Revolving Credit
Exposure exceeds the aggregate amount of the Revolving Credit Commitments, the
Borrower shall immediately prepay Revolving Loans (or, if no Revolving Loans are
or would be outstanding, prepay Swingline Loans, or, if no Revolving Loans or
Swingline Loans are or would be outstanding, provide cash collateral in respect
of the Letter of Credit Exposure pursuant to Section 2.21(k) and thereupon such
cash shall be deemed to reduce the Letter of Credit Exposure by an equivalent
amount for purposes of this Section 2.11(c)) in an amount equal to such excess.
(d) To the extent not previously paid, (i) all Tranche A Term Borrowings shall
be due and payable on the Tranche A Maturity Date, (ii) all Tranche B Term
Borrowings shall be due and payable on the Tranche B Maturity Date, (iii) all
Revolving Credit Borrowings shall be due and payable on the Revolving Credit
Maturity Date and (iv) all Swingline Borrowings shall be due and payable on the
Swingline Maturity Date.
(e) The Borrower shall give to the Agent and the Lenders at least three
Business Days' prior written or telecopy notice of each and every Prepayment
Event, the amount of Net Cash Proceeds expected to be received therefrom and the
expected schedule for receiving such proceeds. On the date of receipt by the
Borrower, any Subsidiary or the Parent of Net Cash Proceeds from any Prepayment
Event (subject to the provisions of paragraph (j) below), the Borrower shall
prepay outstanding Loans and/or provide cash collateral in respect of the Letter
of Credit Exposure pursuant to Section 2.21(k) in accordance with paragraphs (g)
and (h) below in an aggregate principal amount equal to 100% of such Net Cash
Proceeds received by the Borrower, any Subsidiary or the Parent (subject to the
final sentence of paragraph (g) below). Upon receipt of any such Net Cash
Proceeds by the Parent, the Parent shall immediately contribute all such funds
to the capital of the Borrower in order to enable the Borrower to comply with
the foregoing requirements (subject to the final sentence of paragraph (g)
below).
(f) As promptly as practicable, but in any event within 90 days after the end
of each fiscal year of the Borrower, commencing with the fiscal year ending
March 31, 1997, the Borrower shall deliver to the Agent a certificate,
substantially in the form of Exhibit K hereto, executed by a Financial Officer
of the Borrower setting forth a reasonably detailed calculation of the amount of
the Excess Cash Flow for such fiscal year (or, in the case of the fiscal year
ending March 31, 1997, for the
55
<PAGE>
period from the Closing Date through March 31, 1997). Upon review and
acceptance of such certificate by the Agent, the Agent shall notify the Lenders
of such prepayment and the Borrower shall, within three Business Days
thereafter, prepay outstanding Loans and/or provide cash collateral in respect
of the Letter of Credit Exposure pursuant to Section 2.21(k) in accordance with
paragraph (g) below in an aggregate principal amount equal to the Prepayment
Percentage of Excess Cash Flow for such fiscal year (or, in the case of the
fiscal year ending March 31, 1997, for the period from the Closing Date through
March 31, 1997).
(g) Subject to paragraph (i) below, mandatory prepayments under paragraphs (e)
and (f) above (except for mandatory prepayments under paragraph (e) above
resulting from Asset Sales) shall be applied (i) to reduce the then outstanding
Tranche A Term Loans and Tranche B Term Loans on a pro rata basis and (ii)
within the limitation of the foregoing clause (i), to reduce the remaining
scheduled installments of principal due in respect of Tranche A Term Loans and
Tranche B Term Loans under Sections 2.11(a) and (b), respectively, after the
date of such prepayment on a pro rata basis according to the amount of each such
scheduled payment. In the case of the mandatory prepayments referred to in the
immediately preceding sentence, after all outstanding Term Loans have been paid
in full, 100% of any remaining amount and all subsequent amounts determined
under paragraph (e) or (f) above, as applicable, shall be applied to prepay
outstanding Revolving Loans (or, if no Revolving Loans are or would be
outstanding, to prepay Swingline Loans, or, if no Revolving Loans or Swingline
Loans are or would be outstanding, to provide cash collateral in respect of the
Letter of Credit Exposure pursuant to Section 2.21(k) and thereupon such cash
shall be deemed to reduce the Letter of Credit Exposure by an equivalent amount
for purposes of this Section 2.11(g)) and, concurrently therewith, the Borrower
shall comply with Section 2.09(c). For purposes of this Section 2.11(g), the
outstanding principal amount of Loans and the outstanding amount of Revolving
Credit Commitments, the Swingline Commitment and Letter of Credit Exposure shall
be determined as of the date of the occurrence of the relevant Prepayment Event
for prepayments under Section 2.11(e) and as of the fifth Business Day prior to
the date of the relevant payment for prepayments under Section 2.11(f).
Notwithstanding the foregoing, in the case of a Refinancing Mandatory Prepayment
Event, the Borrower shall be required to use (A) the first $35,000,000 of Net
Cash Proceeds received from the Refinancing Mandatory Prepayment Event to
repurchase and prepay, as applicable, the Permitted Senior Preferred Stock and
the Permitted Senior Subordinated Notes; (B) the next $45,000,000 of such Net
Cash Proceeds to prepay Tranche A Term Loans and Tranche B Term Loans on a pro
rata basis; (C) the next $5,000,000 of such Net Cash Proceeds to repurchase any
remaining Permitted Senior Subordinated Notes or the Permitted Junior Preferred
Stock; (D) the next $25,000,000 of
56
<PAGE>
such Net Cash Proceeds to prepay Tranche A Term Loans and Tranche B Term Loans
on a pro rata basis; and (E) any such remaining Net Cash Proceeds to prepay
Revolving Loans and/or provide cash collateral in respect of the Letter of
Credit Exposure pursuant to Section 2.21(k).
(h) Subject to paragraph (i) below, mandatory prepayments under paragraph (e)
above resulting from Asset Sales shall be applied (i) to reduce the then
outstanding principal amount of the Tranche A Term Loans, the Tranche B Term
Loans and the Revolving Loans (or, if no Revolving Loans are or would be
outstanding, to prepay Swingline Loans, or, if no Revolving Loans or Swingline
Loans are or would be outstanding, to provide cash collateral in respect of the
Letters of Credit pursuant to Section 2.21(k)) on a pro rata basis according to
the outstanding principal amount of Tranche A Term Loans, the outstanding
principal amount of Tranche B Term Loans and the outstanding amount of Revolving
Credit Commitments (whether used or unused); provided that any amount of Net
--------
Cash Proceeds so allocated to the Revolving Credit Commitments in excess of the
Aggregate Revolving Credit Exposure may be retained by the Borrower. Within the
limitation of the foregoing sentence, any such mandatory prepayments applied to
the Term Loans shall reduce the remaining scheduled installments of principal
due in respect of Tranche A Term Loans and Tranche B Term Loans under Sections
2.11(a) and (b), respectively, after the date of such prepayment on a pro rata
basis according to the amount of each such scheduled payment. For purposes of
this Section 2.11(h), the outstanding principal amount of Loans and the
outstanding amount of Revolving Credit Commitments, the Swingline Commitment and
Letter of Credit Exposure shall be determined as of the date of the occurrence
of the relevant Prepayment Event for prepayments under Section 2.11(e).
(i) Any Lender holding a Tranche B Term Loan may elect (a "Tranche B Special
-----------------
Election"), by notice to the Agent in writing (or by telephone or telecopy
- --------
promptly confirmed in writing) at least one Business Day prior to any scheduled
prepayment of Tranche B Term Loans required to be made by the Borrower for the
account of such Lender pursuant to Section 2.11(e) or (f) (other than any
scheduled prepayment resulting from the Refinancing Mandatory Prepayment Event,
in which case, the Lenders holding Tranche B Term Loans shall have no rights to
exercise a Tranche B Special Election), to cause all or a portion of such
prepayment to be applied instead to prepay Tranche A Term Loans and Revolving
Loans, as applicable, in accordance with paragraphs (g) and (h) above. If and
to the extent, however, that the aggregate amount of the prepayment which any
holders of Tranche B Term Loans so elect to refuse exceeds the principal amount
of (i) Tranche A Term Loans remaining outstanding after any concurrent
prepayment of Tranche A Term Loans pursuant to paragraph (g) above, or (ii)
Tranche A Term Loans and Aggregate Revolving
57
<PAGE>
Credit Exposure remaining outstanding after any concurrent prepayment of Tranche
A Term Loans and concurrent reduction of the Aggregate Revolving Credit Exposure
pursuant to paragraph (h) above, the portion of such prepayment that exceeds
such outstanding principal amount of the Tranche A Term Loans or such
outstanding principal amount of the Tranche A Term Loans and the Aggregate
Revolving Credit Exposure, as the case may be, shall be allocated among such
electing holders of Tranche B Term Loans pro rata according to the outstanding
principal amount of the Tranche B Term Loan of each such holder.
(j) Amounts to be applied as provided in paragraphs (g) or (h) above to the
prepayment of Loans of any Class shall be applied first to reduce outstanding
ABR Loans of such Class. Any amounts remaining after each such application
shall, at the option of the Borrower, be applied to prepay Eurodollar Loans of
such Class immediately and/or shall be deposited in a separate Prepayment
Account (as defined below) for the Loans of such Class. The Agent shall apply
any cash deposited in the Prepayment Account for any Class of Loans to prepay
Eurodollar Loans of such Class on the last day of their respective Interest
Periods (or, at the direction of the Borrower, on any earlier date) until all
outstanding Loans of such Class have been prepaid or until all the allocable
cash on deposit in the Prepayment Account for such Class has been exhausted.
For purposes of this Agreement, the term "Prepayment Account" for any Class of
------------------
Loans shall mean an account established by the Borrower with the Agent and over
which the Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal for application in accordance with this paragraph.
The Agent will, at the request of the Borrower, invest amounts on deposit in the
Prepayment Account for any Class of Loans in Cash Equivalents that mature prior
to the last day of the applicable Interest Periods of the Eurodollar Loans of
such Class to be prepaid; provided, however, that (i) the Agent shall not be
-------- -------
required to make any investment that, in its sole judgment, would require or
cause the Agent to be in, or would result in any, violation of any law, statute,
rule or regulation and (ii) if an Event of Default shall have occurred and be
continuing, the selection of such investments shall be in the sole discretion of
the Agent. The Borrower shall indemnify the Agent for any losses relating to the
investments so that the amount available to prepay Eurodollar Loans on the last
day of the applicable Interest Periods is not less than the amount that would
have been available had no investments been made pursuant thereto. Other than
any interest earned on such investments, the Prepayment Accounts shall not bear
interest. Interest or profits, if any, on such investments shall be deposited
in the applicable Prepayment Account and reinvested and disbursed as specified
above. If the maturity of the Loans has been accelerated pursuant to Article
VII, the Agent may, in its sole discretion, apply all amounts on deposit in the
Prepayment Account for any Class of Loans to satisfy any of the
58
<PAGE>
Obligations related to such Class of Loans. The Borrower hereby pledges and
assigns to the Agent, for its benefit and the benefit of the Secured Parties,
each Prepayment Account established hereunder to secure the Obligations related
to such Class of Loans.
(k) Each payment of Borrowings pursuant to this Section 2.11 shall be
accompanied by accrued interest on the principal amount paid to but excluding
the date of payment (but, in the case of an ABR Borrowing of any Class, only if
such payment would repay or prepay in full all ABR Loans of such Class). The
repayments and prepayments of the Loans required by the respective subsections
of this Section 2.11 and the optional prepayments permitted by Section 2.12 are
separate and cumulative, so that any one such repayment or prepayment shall
reduce any other repayment or prepayment only as and to the extent specified in
Sections 2.11(g) and (h) and Section 2.12(c). All payments under this Section
2.11 shall be subject to Section 2.15, but otherwise shall be without premium or
penalty.
SECTION 2.12. Optional Prepayment. (a) Subject to Section 2.12(c), the
-------------------
Borrower shall have the right at any time and from time to time to prepay any
Borrowing, in whole or in part, upon giving prior written or telecopy notice (or
telephone notice promptly confirmed by written or telecopy notice) to the Agent,
in the case of an ABR Revolving Borrowing, by 11:00 a.m., Charlotte time, on the
date of prepayment and, in the case of any other Borrowing, by 10:00 a.m.,
Charlotte time, at least three Business Days prior to the date of prepayment;
provided, however, that (i) each partial prepayment shall be in an amount which
- -------- -------
is an integral multiple of $100,000 and not less than $500,000 and (ii) a
partial prepayment of any Term Borrowing or any Eurodollar Borrowing under this
Section 2.12(a) shall not be made that would result in the remaining aggregate
outstanding principal amount thereof being less than $500,000. Each notice of
prepayment shall specify the prepayment date, the Class, the Type, the Interest
Period of the Borrowing to be prepaid (in the case of a Eurodollar Borrowing)
and the principal amount thereof to be prepaid, shall be irrevocable and shall
commit the Borrower to prepay such Borrowing by the amount stated therein on the
date stated therein.
(b) The Borrower shall have the right at any time and from time to time to
prepay any Swingline Loan, in whole or in part, upon giving written or telecopy
notice (or telephone notice promptly confirmed by written or telecopy notice) to
the Swingline Lender and to the Agent before 2:00 p.m., Charlotte time on the
date of prepayment at the Swingline Lender's address for notices specified on
Schedule 2.01.
(c) All prepayments under Section 2.12(a) shall be subject to Section 2.15 but
otherwise shall be without premium or
59
<PAGE>
penalty. All prepayments under Section 2.12(b) shall be without premium or
penalty. All prepayments under this Section 2.12 shall be accompanied by
accrued interest on the principal amount being prepaid to but excluding the date
of payment (but, in the case of an ABR Borrowing of any Class, only if such
payment would prepay in full all ABR Loans of such Class). All prepayments of
Term Borrowings under this Section 2.12 shall be allocated pro rata between the
then outstanding Tranche A Term Loans and Tranche B Term Loans. All such
prepayments of Term Borrowings under this Section 2.12 so allocated to the
Tranche A Term Loans or Tranche B Term Loans shall be applied to reduce the
scheduled payments of principal of such Loans due under Section 2.11(a) or (b)
after the date of such prepayment on a pro rata basis (except that all or a
portion of any such prepayment may be applied in direct order of maturity so
long as, at the time of any such prepayment applied in direct order of maturity
and after giving effect thereto, no more than the next four regularly scheduled
payments of principal of either the Tranche A Term Loans or Tranche B Term Loans
due under Section 2.11(a) or (b), as applicable, have been prepaid).
SECTION 2.13. Reserve Requirements: Change in Circumstances. (a)
---------------------------------------------
Notwithstanding any other provision of this Agreement, if after the date of this
Agreement any change in applicable law or regulation or in the interpretation or
administration thereof by any Governmental Authority charged with the
interpretation or administration thereof (whether or not having the force of
law) shall change the basis of taxation of payments to any Lender or the Issuing
Bank of the principal of or interest on any Eurodollar Loan made by such Lender
or any Fees or other amounts payable hereunder (other than changes in respect of
taxes imposed on the overall net income of such Lender or the Issuing Bank by
the jurisdiction in which such Lender or the Issuing Bank has its principal
office or by any political subdivision or taxing authority therein), or shall
impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of or credit
extended by any Lender or the Issuing Bank (except any such reserve requirement
that is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or
the Issuing Bank or the London interbank market any other condition affecting
this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit
or participation therein, and the result of any of the foregoing shall be to
increase the cost to such Lender or the Issuing Bank of making or maintaining
any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining
any Letter of Credit or purchasing or maintaining a participation therein or to
reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or otherwise) by an
amount deemed by such Lender or the Issuing Bank to be material, then the
Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon
60
<PAGE>
demand such additional amount or amounts as will compensate such Lender or the
Issuing Bank, as the case may be, for such additional costs incurred or
reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that the adoption
after the date hereof of any law, rule, regulation, agreement or guideline
regarding capital adequacy, or any change after the date hereof in any such law,
rule, regulation, agreement or guideline or in the interpretation or
administration thereof by any Governmental Authority (including the National
Association of Insurance Commissioners) charged with the interpretation or
administration thereof, or compliance by any Lender (or any lending office of
such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding
company with any request or directive regarding capital adequacy (whether or not
having the force of law) of any Governmental Authority has or would have the
effect of reducing the rate of return on such Lender's or the Issuing Bank's
capital or on the capital of such Lender's or the Issuing Bank's holding
company, if any, as a consequence of this Agreement or the Loans made or
participations in Letters of Credit purchased by such Lender pursuant hereto or
the Letters of Credit issued by the Issuing Bank pursuant hereto to a level
below that which such Lender or the Issuing Bank or such Lender's or the Issuing
Bank's holding company could have achieved but for such applicability, adoption,
change or compliance (taking into consideration such Lender's or the Issuing
Bank's policies and the policies of such Lender's or the Issuing Bank's holding
company with respect to capital adequacy) by an amount deemed by such Lender or
the Issuing Bank to be material, then, from time to time the Borrower shall pay
to such Lender or the Issuing Bank, as the case may be, such additional amount
or amounts as will compensate such Lender or the Issuing Bank or such Lender's
or the Issuing Bank's holding company for any such reduction suffered.
(c) A certificate of a Lender or the Issuing Bank setting forth the
circumstances requiring the payment of compensation, the calculations with
respect thereto, and the amount or amounts necessary to compensate such Lender
or the Issuing Bank or its holding company, as applicable, as specified in
paragraph (a) or (b) above shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender or the
Issuing Bank the amount shown as due on any such certificate delivered by it
within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender or the Issuing Bank to demand
compensation for any increased costs or reduction in amounts received or
receivable or reduction in return on capital with respect to any period within
120 days after the end of such period shall constitute a waiver of such Lender's
or the Issuing Bank's right to demand such compensation
61
<PAGE>
with respect to such period, but not with respect to any other period. The
protection of this Section 2.13 shall be available to each Lender and the
Issuing Bank regardless of any possible contention of the invalidity or
inapplicability of the law, rule, regulation, agreement, guideline or other
change or condition that shall have occurred or been imposed.
SECTION 2.14. Change in Legality. (a) Notwithstanding any other provision
------------------
of this Agreement, if, after the date hereof, any change in any law or
regulation or in the interpretation thereof by any Governmental Authority
charged with the administration or interpretation thereof shall make it unlawful
for any Lender to make or maintain any Eurodollar Loan or to give effect to its
obligations as contemplated hereby with respect to any Eurodollar Loan, then, by
written notice to the Borrower and to the Agent:
(i) such Lender may declare that Eurodollar Loans will not thereafter
(for the duration of such unlawfulness) be made by such Lender hereunder (or
be continued for additional Interest Periods and ABR Loans will not thereafter
(for such duration) be converted into Eurodollar Loans), whereupon any request
for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar
Borrowing or to continue a Eurodollar Borrowing for an additional Interest
Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or
a request to continue an ABR Loan as such for an additional Interest Period or
to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless
such declaration shall be subsequently withdrawn; and
(ii) such Lender may require that all outstanding Eurodollar Loans made
by it be converted to ABR Loans, in which event all such Eurodollar Loans
shall be automatically converted to ABR Loans as of the effective date of such
notice as provided in paragraph (b) below.
In the event any Lender shall exercise its rights under (i) or (ii) above, all
payments and prepayments of principal that would otherwise have been applied to
repay the Eurodollar Loans that would have been made by such Lender or the
converted Eurodollar Loans of such Lender shall instead be applied to repay the
ABR Loans made by such Lender in lieu of, or resulting from the conversion of,
such Eurodollar Loans.
(b) For purposes of this Section 2.14, a notice to the Borrower by any Lender
shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on
the last day of the Interest Period currently applicable to such Eurodollar Loan
and in all other cases such notice shall be effective on the date of receipt by
the Borrower.
62
<PAGE>
SECTION 2.15. Indemnity. The Borrower shall indemnify each Lender against
---------
any loss or expense that such Lender may sustain or incur as a consequence of
(a) any event, other than a default by the Agent or such Lender in the
performance of its obligations hereunder, which results in (i) such Lender
receiving or being deemed to receive any amount on account of the principal of
any Eurodollar Loan prior to the end of the Interest Period in effect therefor,
(ii) the conversion of any Eurodollar Loan to a Loan of another Type, or the
conversion of the Interest Period with respect to any Eurodollar Loan, in each
case other than on the last day of the Interest Period in effect therefor, (iii)
any Eurodollar Loan to be made by such Lender (including any Eurodollar Loan to
be made pursuant to a conversion or continuation under Section 2.10) not being
made after notice of such Loan shall have been given by the Borrower hereunder,
(b) any assignment or participation arranged by NationsBanc Capital Markets,
Inc. within 180 days after the Closing Date (any of the events referred to in
the foregoing clauses (a) and (b) being called a "Breakage Event") or (c) any
--------------
default by the Borrower in the making of any payment or prepayment required to
be made hereunder. In the case of any Breakage Event, such loss shall include
an amount equal to the excess, as reasonably determined by such Lender, of (i)
its cost of obtaining funds for the Eurodollar Loan that is the subject of such
Breakage Event for the period from the date of such Breakage Event to the last
day of the Interest Period in effect (or that would have been in effect) for
such Loan over (ii) the amount of interest likely to be realized by such Lender
in redeploying the funds released or not utilized by reason of such Breakage
Event for such period. A certificate of any Lender setting forth any amount or
amounts which such Lender is entitled to receive pursuant to this Section 2.15
shall be delivered to the Borrower and shall be conclusive absent manifest
error. The Borrower shall pay each Lender the amount shown as due on any such
certificate delivered by it within 10 days after its receipt of the same.
SECTION 2.16. Pro Rata Treatment. Except as required under Sections 2.11(i)
------------------
and 2.14, each Borrowing, each payment or prepayment of principal of any
Borrowing, each payment of interest on the Loans, each payment of the Commitment
Fees, each reduction of the Tranche A Term Loan Commitments, the Tranche B Term
Loan Commitments, the Revolving Credit Commitments or the Swingline Commitment
and each refinancing of any Borrowing with, conversion of any Borrowing to, or
continuation of any Borrowing as, a Borrowing of any Type shall be allocated pro
rata among the Lenders in accordance with their respective applicable
Commitments (or, if such Commitments shall have expired or been terminated, in
accordance with the sum of (a) the respective principal amounts of their
applicable outstanding Loans and (b) in the case of the Revolving Credit
Commitments, the respective amounts of their Letter of Credit Exposure). Each
Lender agrees that in computing such Lender's portion of any Borrowing to be
63
<PAGE>
made hereunder, the Agent may, in its discretion, round each Lender's percentage
allocation of such Borrowing to the next higher or lower whole dollar amount.
SECTION 2.17. Sharing of Setoffs. Each Lender agrees that if it shall,
------------------
through the exercise of a right of banker's lien, setoff or counterclaim against
the Borrower, or pursuant to a secured claim under Section 506 of Title 11 of
the United States Code or other security or interest arising from, or in lieu
of, such secured claim, received by such Lender under any applicable bankruptcy,
insolvency or other similar law or otherwise, or by any other means, obtain
payment (voluntary or involuntary) in respect of any Loan or Loans as a result
of which the unpaid principal portion of its Loans of any Class shall be
proportionately less than the unpaid principal portion of the Loans of such
Class of any other Lender, it shall be deemed simultaneously to have purchased
from such other Lender at face value, and shall promptly pay to such other
Lender the purchase price for, participation in such Loans of such other Lender,
so that the aggregate unpaid principal amount of the Loans and participation in
Loans of any Class held by each Lender shall be in the same proportion to the
aggregate unpaid principal amount of all Loans of such Class then outstanding as
the principal amount of its Loans of such Class prior to such exercise of
banker's lien, setoff or counterclaim or other event was to the principal amount
of all Loans of such Class outstanding prior to such exercise of banker's lien,
setoff or counterclaim or other event; provided, however, that, if any such
-------- -------
purchase or purchases or adjustments shall be made pursuant to this Section 2.17
and the payment giving rise thereto shall thereafter be recovered, such purchase
or purchases or adjustments shall be rescinded to the extent of such recovery
and the purchase price or prices or adjustment restored without interest. For
purposes of this Section 2.17, the Revolving Loans of any Revolving Credit
Lender shall include such Revolving Credit Lender's Letter of Credit Exposure.
To the extent permitted by law, the Borrower expressly consents to the foregoing
arrangements and agrees that any Lender holding a participation in a Loan deemed
to have been so purchased may exercise any and all rights of banker's lien,
setoff or counterclaim with respect to any and all moneys owing by the Borrower
to such Lender by reason thereof as fully as if such Lender had made a Loan
directly to the Borrower in the amount of such interest.
SECTION 2.18. Payments. (a) Unless expressly provided otherwise herein, the
--------
Borrower shall make each payment (including principal of or interest on any
Borrowing or any Fees or other amounts) hereunder or under any other Loan
Document without setoff, defense or counterclaim and not later than 12:00
(noon), Charlotte time, on the date when due in dollars to the Agent at its
offices at NationsBank Corporate Center, 100 North Tryon Street, Charlotte,
North Carolina 28255, in immediately available
64
<PAGE>
funds. Any such payment received after such time (or, in the case of payments
on Swingline Loans, after 2:00 p.m., Charlotte time) on any date shall be deemed
made on the next Business Day.
(b) Whenever any payment (including principal of or interest on any Borrowing
or any Fees or other amounts) hereunder or under any other Loan Document shall
become due, or otherwise would occur, on a day that is not a Business Day, such
payment may be made on the next succeeding Business Day, and such extension of
time shall in such case be included in the computation of interest or Fees, if
applicable.
SECTION 2.19. Taxes. (a) Any and all payments by or on behalf of the
-----
Borrower or any other Loan Party hereunder and under any other Loan Document
shall be made, in accordance with Section 2.18, free and clear of and without
deduction for any and all current or future taxes, levies, imposts, deductions,
charges or withholdings, and all liabilities with respect thereto, excluding (i)
---------
income taxes or branch profit taxes imposed on the net income of the Agent, any
Lender or the Issuing Bank (or any transferee or assignee thereof, including a
participation holder (any such entity a "Transferee")) and (ii) franchise taxes
----------
imposed on the net income of the Agent, any Lender or the Issuing Bank (or
Transferee), in each case by the jurisdiction under the laws of which the Agent,
such Lender or the Issuing Bank (or Transferee) is organized or any political
subdivision thereof or the jurisdiction in which such Lender or Transferee has
its applicable lending office (all such nonexcluded taxes, levies, imposts,
deductions, charges, withholdings and liabilities, collectively or individually,
being called "Taxes", and all such excluded taxes, levies, imposts, deductions,
-----
charges, withholdings and liabilities being called "Excluded Taxes"). Subject to
--------------
the provisions of Section 2.19(f), if the Borrower or any other Loan Party shall
be required to deduct any Taxes from or in respect of any sum payable hereunder
or under any other Loan Document to the Agent, any Lender or the Issuing Bank
(or any Transferee), (A) the sum payable shall be increased by the amount (an
"additional amount") necessary so that after making all required deductions
- ------------------
(including deductions applicable to additional sums payable under this Section
2.19 but excluding Excluded Taxes) the Agent, such Lender or the Issuing Bank
(or Transferee), as the case may be, shall receive an amount equal to the sum it
would have received had no such deductions been made, (B) the Borrower or such
Loan Party shall make such deductions and (C) the Borrower or such Loan Party
shall pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.
(b) In addition, the Borrower agrees to pay to the relevant Governmental
Authority in accordance with applicable law any current or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies (including
65
<PAGE>
mortgage recording taxes and similar fees) that arise from any payment made
hereunder or under any other Loan Document or from the execution, delivery or
registration of, or otherwise with respect to, this Agreement or any other Loan
Document ("Other Taxes").
-----------
(c) The Borrower will indemnify the Agent, each Lender and the Issuing Bank
(or Transferee) for the full amount of Taxes and Other Taxes paid by the Agent,
such Lender or the Issuing Bank (or Transferee), as the case may be, and any
liability (excluding Excluded Taxes, but including penalties, interest and
expenses (including reasonable attorney's fees and expenses)) arising therefrom
or with respect thereto, whether or not such Taxes or Other Taxes were correctly
or legally asserted by the relevant Governmental Authority. A certificate as to
the amount of such payment or liability and the method of computation thereof
prepared by the Agent, a Lender or the Issuing Bank (or Transferee), or the
Agent on its behalf, absent manifest error, shall be final, conclusive and
binding for all purposes. Such indemnification shall be made within 30 days
after the date the Agent, any Lender or the Issuing Bank (or Transferee), as the
case may be, makes written demand therefor and provides the Borrower with the
certificate described above.
(d) As soon as practicable after the date of any payment of Taxes or Other
Taxes by the Borrower or any other Loan Party to the relevant Governmental
Authority, the Borrower or such other Loan Party will deliver to the Agent, at
its address referred to in Section 9.01, the original or a certified copy of a
receipt issued by such Governmental Authority evidencing payment thereof.
(e) Each Lender (or Transferee) that is organized under the laws of a
jurisdiction other than the United States, any State thereof or the District of
Columbia (a "Non-U.S. Lender") shall deliver to the Borrower and the Agent two
---------------
copies of (i) either United States Internal Revenue Service Form 1001 or Form
4224, or, in the case of a Non-U.S. Lender claiming exemption from U.S. Federal
withholding tax under Section 871(h) or 881(c) of the Code with respect to
payments of "portfolio interest", a Form W-8, or any subsequent versions thereof
or successors thereto (and, if such Non-U.S. Lender delivers a Form W-8, a
certificate representing that such Non-U.S. Lender is not a bank for purposes of
Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning
of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled
foreign corporation related to the Borrower (within the meaning of Section
864(d)(4) of the Code)), properly completed and duly executed by such Non-U.S.
Lender claiming complete exemption from, or reduced rate of, U.S. Federal
withholding tax on payments by the Borrower under this Agreement and the other
Loan Documents and (ii) an Internal Revenue Service Form W-8 or W-9 entitling
such Non-U.S. Lender to
66
<PAGE>
receive a complete exemption from United States backup withholding tax. Such
forms shall be delivered by each Non-U.S. Lender on or before the date it
becomes a party to this Agreement (or, in the case of a Transferee that is a
participation holder, on or before the date such participation holder becomes a
Transferee hereunder) and on or before the date, if any, such Non-U.S. Lender
changes its applicable lending office by designating a different lending office
(a "New Lending Office"). In addition, each Non-U.S. Lender shall deliver such
------------------
forms promptly upon the obsolescence or invalidity of any form previously
delivered by such Non-U.S. Lender. If a Non-U.S. Lender who has delivered the
forms referred to above on the date it becomes a party to this Agreement (or, in
the case of a Transferee, on the date that it becomes a Transferee hereunder)
determines that it is unable subsequently to submit to the Borrower any such
form, or that it is required to withdraw or cancel any such form, such Non-U.S.
Lender shall promptly notify the Borrower of such fact. Notwithstanding any
other provision of this Section 2.20(e), a Non-U.S. Lender shall not be required
to deliver any form pursuant to this Section 2.20(e) that such Non-U.S. Lender
is not legally able to deliver.
(f) The Borrower shall not be required to indemnify any Non-U.S. Lender or to
pay any additional amounts to any Non-U.S. Lender, in respect of United States
Federal withholding tax pursuant to paragraph (a) or (c) above to the extent
that (i) the obligation to withhold amounts with respect to United States
Federal withholding tax existed on the date such Non-U.S. Lender became a party
to this Agreement (or, in the case of a Transferee that is a participation
holder, on the date such participation holder became a Transferee hereunder) or,
with respect to payments to a New Lending Office, the date such Non-U.S. Lender
designated such New Lending Office with respect to a Loan; provided, however,
-------- -------
that this paragraph (f) shall not apply (x) to any Transferee or New Lending
Office that becomes a Transferee or New Lending Office as a result of an
assignment, participation, transfer or designation made at the request of the
Borrower and (y) to the extent the indemnity payment or additional amounts any
Transferee, or any Lender (or Transferee), acting through a New Lending Office,
would be entitled to receive (without regard to this paragraph (f)) do not
exceed the indemnity payment or additional amounts that the person making the
assignment, participation or transfer to such Transferee, or Lender (or
Transferee) making the designation of such New Lending Office, would have been
entitled to receive in the absence of such assignment, participation, transfer
or designation or (ii) the obligation to pay such additional amounts would not
have arisen but for a failure by such Non-U.S. Lender to comply with the
provisions of paragraph (e) above.
(g) Nothing contained in this Section 2.19 shall require any Lender or the
Issuing Bank (or any Transferee) or the Agent
67
<PAGE>
to make available any of its tax returns (or any other information that it deems
to be confidential or proprietary).
(h) The provisions of this Section 2.19 shall remain operative and in full
force and effect regardless of the expiration of the term of this Agreement, the
consummation of the transactions contemplated hereby, the repayment of any of
the Loans, the invalidity or unenforceability of any term or provision of this
Agreement or any other Loan Document, or any investigation made by or on behalf
of the Agent or any Lender.
SECTION 2.20. Assignment of Commitments Under Certain Circumstances; Duty to
--------------------------------------------------------------
Mitigate. (a) In the event (i) any Lender or the Issuing Bank delivers a
- --------
certificate requesting compensation pursuant to Section 2.13, (ii) any Lender or
the Issuing Bank delivers a notice described in Section 2.14 or (iii) the
Borrower is required to pay any additional amount to any Lender or the Issuing
Bank or any Governmental Authority on account of any Lender or the Issuing Bank
pursuant to Section 2.19, the Borrower may, at its sole expense and effort
(including with respect to the processing and recordation fee referred to in
Section 9.04(b)), upon notice to such Lender or the Issuing Bank and the Agent,
require such Lender or the Issuing Bank to transfer and assign, without recourse
(in accordance with and subject to the restrictions contained in Section 9.04),
all of its interests, rights and obligations under this Agreement to an assignee
that shall assume such assigned obligations (which assignee may be another
Lender, if a Lender accepts such assignment), provided that (A) such assignment
--------
shall not conflict with any law, rule or regulation or order of any court or
other Governmental Authority having jurisdiction, (B) the Borrower shall have
received the prior written consent of the Agent (and, if a Revolving Credit
Commitment is being assigned, of the Issuing Bank and the Swingline Lender),
which consent shall not unreasonably be withheld, (C) no Event of Default shall
have occurred and be continuing and (D) the Borrower or such assignee shall have
paid to the affected Lender or the Issuing Bank in immediately available funds
an amount equal to the sum of 100% of the principal of and interest accrued to
the date of such payment on the outstanding Loans or Letter of Credit
Disbursements of such Lender or the Issuing Bank, respectively, plus all Fees
and other amounts accrued for the account of such Lender or the Issuing Bank
hereunder (including any amounts under Section 2.13 and Section 2.15); provided
--------
further that if prior to any such assignment the circumstances or event that
- -------
resulted in such Lender's notice or certificate under Section 2.13 or 2.14 or
demand for additional amounts under Section 2.19, as the case may be, shall
cease to exist or become inapplicable for any reason or if such Lender shall
waive its rights in respect of such circumstances or event under Section 2.13,
2.14 or 2.19, as the case may be, then such Lender shall not thereafter be
required to make any such assignment hereunder.
68
<PAGE>
(b) If (i) any Lender or the Issuing Bank shall request compensation under
Section 2.13, (ii) any Lender or the Issuing Bank delivers a notice described in
Section 2.14 or (iii) the Borrower is required to pay any additional amount to
any Lender or the Issuing Bank or any Governmental Authority on account of any
Lender or the Issuing Bank, pursuant to Section 2.19, then such Lender or the
Issuing Bank shall use reasonable efforts (which shall not require such Lender
or the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or
expense or otherwise take any action inconsistent with its internal policies or
legal or regulatory restrictions or suffer any disadvantage or burden deemed by
it to be significant) (A) to file any certificate or document reasonably
requested in writing by the Borrower or (B) to assign its rights and delegate
and transfer its obligations hereunder to another of its offices, branches or
affiliates, if such filing or assignment would reduce its claims for
compensation under Section 2.13 or enable it to withdraw its notice pursuant to
Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the
case may be, in the future. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender or the Issuing Bank in connection with
any such filing or assignment, delegation and transfer.
SECTION 2.21. Letters of Credit. (a) The Borrower may request the issuance
-----------------
of Letters of Credit, in form and substance reasonably acceptable to the Agent
and the Issuing Bank, for the account of the Borrower or any Subsidiary, at any
time and from time to time during the Letter of Credit Availability Period;
provided that any Letter of Credit shall be issued only if, and each request by
- --------
the Borrower for the issuance of any Letter of Credit shall be deemed a
representation and warranty of the Borrower that, immediately following the
issuance of such Letter of Credit, (i) the Letter of Credit Exposure shall not
exceed $7,500,000 and (ii) the Aggregate Revolving Credit Exposure shall not
exceed the aggregate Revolving Credit Commitments at such time. For purposes
hereof, the "issuance" of a Letter of Credit includes the amendment, renewal or
extension of a Letter of Credit. The agreement of the Existing Issuing Bank to
waive any requirement under the Existing Credit Agreement that any Existing
Letter of Credit be cancelled or cash collateralized prior to the Closing Date
shall be deemed an "issuance" of such Existing Letter of Credit for purposes
hereof.
(b) Each Letter of Credit shall expire at 5:00 p.m., Charlotte time, on the
earlier of (i) the last day of the Letter of Credit Availability Period and (ii)
(A) in the case of Standby Letters of Credit (other than any Existing Letter of
Credit), one year after the date of issuance of such Letter of Credit, subject
to extension (including pursuant to an automatic renewal provision in customary
form), and (B) in the case of Trade Letters of Credit, 180 days after the date
of issuance of such Letter of Credit, unless, in each case, such Letter of
Credit
69
<PAGE>
expires by its terms on an earlier date. Each Letter of Credit shall provide
for payments of drawings in dollars.
(c) Each issuance of any Letter of Credit shall be made on at least three
Business Days' prior irrevocable written or telecopy notice (such notice to be
delivered by 10:00 a.m., Charlotte time) from the Borrower (or such shorter
notice as shall be acceptable to the Issuing Bank) to the Agent and the Issuing
Bank, specifying whether such Letter of Credit is a Standby Letter of Credit or
a Trade Letter of Credit, the date of issuance, the date on which such Letter of
Credit is to expire, the amount of such Letter of Credit (which shall be not
less than $5,000 or such lesser amount as is acceptable to the Agent), the name
and address of the beneficiary of such Letter of Credit and such other
information as may be necessary or desirable to complete such Letter of Credit.
The Issuing Bank will give the Agent prompt notice of the issuance and amount of
such Letter of Credit and the expiration date of such Letter of Credit (and the
Agent shall give prompt notice thereof to each Lender). During the Letter of
Credit Availability Period, the Issuing Bank also will give the Agent (i) daily
notice of the amount available to be drawn under each outstanding Letter of
Credit and (ii) a quarterly summary indicating, on a daily basis during such
quarter, the issuance of any Letter of Credit and the amount thereof, the
expiration of any Letter of Credit and the amount thereof and the payment on any
draft presented under any Letter of Credit. Each Letter of Credit issued
hereunder will be subject to the Uniform Customs and Practices for Documentary
Credits, as in effect from time to time.
(d) By the issuance of a Letter of Credit (including an Existing Letter of
Credit) and without any further action on the part of the Issuing Bank, the
Agent or the Lenders in respect thereof, the Issuing Bank hereby grants to each
Revolving Credit Lender, and each Revolving Credit Lender hereby acquires from
the Issuing Bank, a participation in such Letter of Credit equal to such
Revolving Credit Lender's Applicable Percentage of the aggregate amount
available to be drawn under such Letter of Credit, effective upon the issuance
of such Letter of Credit. In consideration and in furtherance of the foregoing,
each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay
to the Agent, on behalf of the Issuing Bank, in accordance with Section 2.02(d),
such Revolving Credit Lender's pro rata share (based on the percentage of the
aggregate Revolving Credit Commitments represented by such Revolving Credit
Lender's Revolving Credit Commitment) of each Letter of Credit Disbursement made
by the Issuing Bank and not reimbursed by the Borrower when due in accordance
with Section 2.21(g).
(e) Each Revolving Credit Lender acknowledges and agrees that its obligation
to acquire participations pursuant to Section 2.21(d) in respect of Letters of
Credit (including Existing
70
<PAGE>
Letters of Credit) is absolute and unconditional and shall not be affected by
any circumstance whatsoever, including the occurrence and continuance of a
Default or Event of Default, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.
(f) The Borrower shall pay to the Agent, for the account of the Revolving
Credit Lenders, a nonrefundable fronting fee with respect to each Trade Letter
of Credit (including Existing Letters of Credit) issued for the account of the
Borrower or any Subsidiary in an amount equal to the face amount of such Trade
Letter of Credit, multiplied by a percentage per annum (based on a 360-day year
and the number of days such Letter of Credit is scheduled to be outstanding)
equal to the Applicable Eurodollar Margin for Revolving Loans in effect on the
date of issuance of such Trade Letter of Credit, plus the Additional Drop Down
Margin for Loans in effect on such date. Such fee shall be payable to the
Revolving Credit Lenders to be shared ratably among them in accordance with
their respective Applicable Percentages. Such fronting fee shall be payable in
advance on the date of issuance of each Trade Letter of Credit (which shall be
deemed to be the Closing Date in the case of Existing Letters of Credit). In
addition, the Borrower shall pay to the Agent, for the account of the Revolving
Credit Lenders, a nonrefundable letter of credit commission with respect to each
Standby Letter of Credit (including Existing Letters of Credit) issued for the
account of the Borrower or any Subsidiary, computed for the preceding calendar
quarter (or shorter period commencing with the Closing Date) in an amount equal
to the average daily aggregate amount of all Standby Letters of Credit during
such period, multiplied by a percentage per annum (based on a 360-day year for
the actual days elapsed) equal to the Applicable Eurodollar Margin for Revolving
Loans in effect during such period, plus the Additional Drop Down Margin for
Loans in effect during such period. Such fee shall be payable to the Revolving
Credit Lenders to be shared ratably among them in accordance with their
respective Applicable Percentages. Such commissions with respect to the Standby
Letters of Credit shall be payable quarterly in arrears on the last day of
March, June, September and December in each year, commencing September 30, 1996,
and on the date on which the Revolving Credit Commitments shall terminate as
provided herein. Such fees shall accrue from and including the Closing Date to
but excluding the last day of the Letter of Credit Availability Period. In
addition to the foregoing fees and commissions, the Borrower shall pay or
reimburse the Issuing Bank for such normal and customary costs and expenses,
including, without limitation, administrative, issuance, amendment, payment and
negotiation charges, as are incurred or charged by the Issuing Bank in issuing,
effecting payment under, amending or otherwise administering any Letter of
Credit (including any Letter of Credit issued for the account of a Subsidiary).
71
<PAGE>
(g) The Borrower hereby agrees to reimburse the Issuing Bank for any payment
or disbursement made by the Issuing Bank under any Letter of Credit (including
any Letter of Credit issued for the account of a Subsidiary and including any
Existing Letter of Credit), by making payment in immediately available funds to
the Agent within one Business Day after receipt of notice of such payment or
disbursement, in an amount equal to the amount of such payment or disbursement,
plus interest on the amount so paid or disbursed by the Issuing Bank at a rate
per annum equal to the rate applicable to ABR Revolving Loans pursuant to
Section 2.06; provided that if such amount is not reimbursed prior to 12:00
--------
noon, Charlotte time, one Business Day after receipt by the Borrower of the
notice of such payment or disbursement, interest shall thereafter accrue on such
unreimbursed amount, at a rate per annum equal to the rate applicable to ABR
Revolving Loans during such period pursuant to Section 2.06, plus 2.00%. The
Agent shall promptly pay any such amounts received by it to the Issuing Bank.
(h) The Borrower's obligation to reimburse Letter of Credit Disbursements as
provided in Section 2.21(g) shall be absolute, unconditional and irrevocable and
shall be performed strictly in accordance with the terms of this Agreement under
any and all circumstances whatsoever, and irrespective of:
(i) any lack of validity or enforceability of any Letter of Credit
(including any Existing Letter of Credit) or any other Loan Document or any
term or provision therein;
(ii) the existence of any claim, setoff, defense or other right which the
Borrower, any Subsidiary or any other person may at any time have against the
beneficiary under any Letter of Credit (including any Existing Letter of
Credit), the Issuing Bank, the Agent, any Lender or any other person, whether
in connection with this Agreement, any other Loan Document or any other
related or unrelated agreement or transaction;
(iii) any draft or other document presented under a Letter of Credit
(including any Existing Letter of Credit) proving to be forged, fraudulent,
invalid or insufficient in any respect or failing to comply with the Uniform
Customs and Practices for Documentary Credits, as in effect from time to time,
or any statement therein being untrue or inaccurate in any respect;
(iv) payment by the Issuing Bank under a Letter of Credit (including any
Existing Letter of Credit) against presentation of a draft or other document
which does not comply with the terms of such Letter of Credit, subject to the
provisions of Section 2.21(i);
72
<PAGE>
(v) any amendment, waiver or consent in respect of this Agreement or any
other Loan Document; and
(vi) any other act or omission or delay of any kind or any other
circumstance or event whatsoever, whether or not similar to any of the
foregoing and whether or not foreseeable, that might, but for the provisions
of this Section 2.21(h), constitute a legal or equitable discharge of the
Borrower's obligations hereunder.
(i) Without limiting the generality of the provisions of the foregoing
paragraph (h), it is expressly understood and agreed that the absolute and
unconditional obligation of the Borrower hereunder to reimburse Letter of Credit
Disbursements will not be excused by the gross negligence or willful misconduct
of the Issuing Bank. However, the preceding sentence and the provisions of
Section 2.21(h) shall not be construed to excuse the Issuing Bank from liability
to the Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable law) suffered by the Borrower that are caused by
the Issuing Bank's bad faith, gross negligence or willful misconduct in
determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof; it is understood that the Issuing Bank may
accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary and, in making any payment under any Letter of
Credit (including any Existing Letter of Credit) (i) the Issuing Bank's
exclusive reliance in good faith on the documents presented to it under such
Letter of Credit as to any and all matters set forth therein, including reliance
on the amount of any draft presented under such Letter of Credit, if such
document on its face appears to be in order, and whether or not any other
statement or any other document presented pursuant to such Letter of Credit
proves to be forged or invalid or any statement therein proves to be inaccurate
or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial
respect of the documents presented under such Letter of Credit with the terms
thereof shall, in each case, be deemed not to constitute bad faith, gross
negligence or willful misconduct of the Issuing Bank.
(j) The Issuing Bank shall, promptly following its receipt thereof, examine
all documents purporting to represent a demand for payment under a Letter of
Credit. The Issuing Bank shall as promptly as possible give telephonic
notification, confirmed by telex or telecopy, to the Agent and the Borrower of
such demand for payment and whether the Issuing Bank has made or will make a
Letter of Credit Disbursement thereunder; provided that the failure to give such
--------
notice shall not relieve the Borrower of its obligation to reimburse any such
Letter of Credit Disbursement in
73
<PAGE>
accordance with this Section 2.21. The Agent shall promptly give each Revolving
Credit Lender notice thereof.
(k) In the event that the Borrower is required pursuant to the terms of this
Agreement (including any such requirement as a result of an Event of Default) or
any other Loan Document to provide cash collateral in respect of the Letter of
Credit Exposure, the Borrower shall deposit in an account with the Agent, for
the benefit of each Revolving Credit Lender, an amount in cash equal to the
Letter of Credit Exposure (or such lesser amount as shall be required hereunder
or thereunder). Such deposit shall be held by the Agent as collateral for the
payment and performance of the Obligations to Revolving Credit Lenders. The
Agent shall have exclusive dominion and control, including the exclusive right
of withdrawal, over such account. Other than any interest earned on the
investment of such deposits in Cash Equivalents, which investments shall be made
as directed by the Borrower (unless such investments shall be contrary to
applicable law or regulation or a Default or Event of Default shall have
occurred and be continuing, in which case the Agent shall determine in its sole
discretion the Cash Equivalents to be selected), such deposits shall not bear
interest. Interest or profits, if any, on such investments shall accumulate in
such account. Moneys in such account shall automatically be applied by the
Agent to reimburse the Issuing Bank for Letter of Credit Disbursements and, if
the maturity of the Loans has been accelerated, to satisfy the Obligations to
Revolving Credit Lenders. If the Borrower is required to provide an amount of
cash collateral hereunder as a result of an Event of Default, such amount (to
the extent not applied as aforesaid) shall be returned to the Borrower within
three Business Days after all Events of Default have been cured or waived. If
the Borrower is required to provide an amount of cash collateral hereunder
pursuant to Section 2.11(c), such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower upon demand; provided that, after
--------
giving effect to such return, (i) the sum of the Letter of Credit Exposure plus
the aggregate outstanding principal amount of Revolving Loans would not exceed
the aggregate Revolving Credit Commitments and (ii) no Default or Event of
Default shall have occurred and be continuing.
(l) "Existing Letters of Credit" shall mean the letters of credit issued by
--------------------------
the Existing Issuing Bank, to the extent listed on Schedule 2.21(l). As to each
Existing Letter of Credit, Schedule 2.21(l) sets forth the date of issuance of
such Letter of Credit, the date on which such Letter of Credit is to expire in
accordance with its terms, the amount of such Letter of Credit and the name of
the beneficiary of such Letter of Credit. The parties hereto agree that each
Existing Letter of Credit will be treated as if it had been originally issued
under this Agreement. Specifically, and without limitation of the foregoing or
the other provisions of this Section 2.21, (i) the amount of each
74
<PAGE>
Existing Letter of Credit shall count towards the limits set forth in the
proviso to Section 2.21(a) and in Sections 2.01(c) and (d), (ii) each Revolving
Credit Lender hereby acquires on the Closing Date from the Existing Issuing Bank
a participation in each Existing Letter of Credit equal to such Lender's pro
rata portion, as determined under Section 2.16, of the aggregate amount
available to be drawn under such Existing Letter of Credit, (iii) each Revolving
Credit Lender hereby absolutely and unconditionally agrees to pay to the Agent,
on behalf of the Existing Issuing Bank, in accordance with Section 2.02(d), such
Lender's pro rata portion, as determined under Section 2.16, of each Letter of
Credit Disbursement made by the Existing Issuing Bank and not reimbursed by the
Borrower when due in accordance with Section 2.21(g) and (iv) the Existing
Issuing Bank shall have the benefit of all agreements, covenants and indemnities
set forth herein which are for the benefit of the "Issuing Bank," insofar as
such term is used in relation to the Existing Letters of Credit, and shall
comply with all agreements and obligations set forth herein which bind the
"Issuing Bank", insofar as such term is used in relation to the Existing Letters
of Credit.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to each of the Lenders that:
SECTION 3.01. Organization; Powers. Each of the Borrower and the other Loan
--------------------
Parties (a) is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, (b) has all requisite power and
authority to own its property and assets and to carry on its business as now
conducted and as proposed to be conducted, (c) is qualified to do business in
every jurisdiction where such qualification is required, except where the
failure so to qualify would not result in a Material Adverse Effect, and (d) has
the requisite power and authority to execute, deliver and perform its
obligations under each of the Loan Documents and each other agreement or
instrument contemplated thereby to which it is or will be a party, to consummate
the Recapitalization and, in the case of the Borrower, to obtain extensions of
credit hereunder. FATS is and, when incorporated, the Drop Down Subsidiary will
be, a corporation organized under the laws of the State of Delaware.
SECTION 3.02. Authorization. The execution, delivery and performance by each
-------------
of the Borrower and the other Loan Parties of each of the Loan Documents to
which it is or will be a party (including the exercise of remedies thereunder)
and, in the case of the Borrower, the extensions of credit hereunder (a) have
been duly authorized by all requisite corporate or partnership and, if
75
<PAGE>
required, stockholder action and (b) will not (i) violate, (A) any provision of
law, statute, rule or regulation, (B) any provision of the certificate of
incorporation, partnership agreement, operating agreement or other constitutive
documents or by-laws of the Borrower and the other Loan Parties, (C) any order
of any Governmental Authority or, (D) except as set forth in Schedule 3.17, any
provision of any indenture, agreement or other instrument to which the Borrower
or any of the Loan Parties is a party or by which any of them or any of their
property is or may be bound, (ii) be in conflict with, 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 other instrument or (iii) except for the
Lien of the Collateral Documents, result in the creation or imposition of any
Lien upon or with respect to any property or assets now owned or hereafter
acquired by the Borrower or any of the other Loan Parties.
SECTION 3.03. Enforceability. This Agreement has been duly executed and
--------------
delivered by the Borrower and constitutes, and each other Loan Document when
executed and delivered by the Borrower or any of the other Loan Parties will
constitute, a legal, valid and binding obligation of such party enforceable
against such party 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.
SECTION 3.04. Consents and Governmental Approvals. No action, consent or
-----------------------------------
approval of, registration or filing with or any other action by (a) any
Governmental Authority, (b) any creditor or shareholder of the Borrower or any
creditor, shareholder, partner or member of the other Loan Parties, (c) any
creditor or shareholder of the Seller or (d) except where failure to take or
obtain such action, consent or approval of, registration or filing with or such
other action could not reasonably be expected to have a Material Adverse Effect,
any other person is or will be required in connection with the Facilities or the
performance by the Borrower or any of the other Loan Parties of the Loan
Documents to which it is or will be a party, in each case except such as have
been made or obtained and are in full force and effect.
SECTION 3.05. Financial Statements; Undisclosed Liabilities. (a) The
---------------------------------------------
Borrower has heretofore furnished to the Lenders the audited consolidated
balance sheets of the Seller (the "Seller Balance Sheet") and the Borrower (the
--------------------
"Borrower Balance Sheet"), in each case as of March 31, 1996, and the related
----------------------
consolidated statements of income and cash flows of the Seller (together with
the Seller Balance Sheet, the "Seller Financial Statements") and the Borrower
---------------------------
(together with the
76
<PAGE>
Borrower Balance Sheet, the "Borrower Financial Statements", the Seller
-----------------------------
Financial Statements and the Borrower Financial Statements are referred to
collectively as the "Financial Statements") for the year ended March 31, 1996.
--------------------
The Financial Statements have been prepared in conformity with generally
accepted accounting principles consistently applied and on that basis fairly
present the consolidated financial condition, results of operations and cash
flows of the Seller and the Borrower, respectively, as of the respective dates
thereof and for the respective periods indicated.
(b) As of the Closing Date, the Borrower and the Subsidiaries do not have any
liability, contingent or otherwise, in excess of $500,000 and do not have any
material liabilities, contingent or otherwise, or material obligations required
by GAAP to be set forth on a consolidated balance sheet of the Borrower, except
(i) as disclosed, reflected or reserved against in the Seller Balance Sheet,
(ii) for items set forth in Schedule 3.05, and (iii) for liabilities and
obligations incurred in the ordinary course of business consistent with past
practice since the date of the Seller Balance Sheet and not in violation of the
Recapitalization Agreement.
(c) The Borrower has heretofore delivered to the Lenders its unaudited
consolidated balance sheet as of March 31, 1996, prepared on a pro forma basis
after giving effect to the Recapitalization. Such pro forma balance sheet has
been prepared in good faith by the Borrower, based on the assumptions used to
prepare the pro forma financial information contained in the Confidential
Information Memorandum (which assumptions are believed by the Borrower on the
date hereof and on the Closing Date to be reasonable), is based on the best
information available to the Borrower as of the date of delivery thereof,
accurately reflects all adjustments required to be made to give effect to the
Recapitalization and presents fairly on a pro forma basis the estimated
consolidated financial position of the Borrower and its Consolidated
Subsidiaries as of March 31, 1996, assuming that the Recapitalization had
actually occurred on that date. The Borrower has no reason to believe that such
pro forma balance sheet is misleading in any material respect in light of the
circumstances existing at the time of the preparation thereof.
SECTION 3.06. No Material Adverse Change. Since the date of the Seller
--------------------------
Balance Sheet, there has not been any Material Adverse Change. Except as set
forth in Schedule 3.06, since the date of the Seller Balance Sheet and prior to
the Closing Date, the Seller has caused the business of the Borrower and the
Subsidiaries to be conducted in the ordinary course and in substantially the
same manner as previously conducted.
77
<PAGE>
SECTION 3.07. Title to Properties; Possession Under Leases; Intellectual
----------------------------------------------------------
Property. (a) Each of the Borrower, the Subsidiaries and the Parent has good
- --------
and marketable title to, or valid leasehold interests in, all its material
properties and assets (including all Intellectual Property of the Borrower and
the Subsidiaries), except for defects in title that do not interfere with its
ability to conduct its business as currently conducted or to utilize such
properties and assets for their intended purposes and do not materially detract
from the value of such properties and assets. All such material properties and
assets are free and clear of Liens, other than Liens permitted by Section 6.02.
(b) Schedule 3.07 sets forth, as of the Closing Date and after giving effect
to the Recapitalization, a true, complete and correct list of (i) all real
property owned by the Borrower and the Subsidiaries; (ii) all real property
leased by the Borrower or any Subsidiary; and (iii) the location of each such
real property.
(c) Except as set forth in Schedule 3.07 and except for agreements relating to
shrink-wrapped computer software licensed to the Borrower in the ordinary course
of business, the Borrower or one of the Subsidiaries owns, and the Borrower and
the Subsidiaries have the perpetual, royalty-free right, free and clear of any
consensual Liens, to use, execute, reproduce, display, perform, modify, enhance,
distribute, prepare derivative works of and sublicense, without payment to any
other person, all the material Intellectual Property necessary or desirable to
the conduct of the business of the Borrower and the Subsidiaries (the "Material
--------
Intellectual Property") and the consummation of the Recapitalization will not
- ---------------------
conflict with, alter or impair any such rights. Except for non-exclusive rights
as customarily provided to its customers in the ordinary course of business and
except for the U.S. Government Department of Defense's "limited rights" in
technical data and "restricted rights" in computer software, neither the
Borrower nor any of the Subsidiaries has granted any options, licenses or
agreements of any kind relating to Material Intellectual Property. No claims
are pending, and to the knowledge of the Borrower, none have been asserted, as
of the date of this Agreement against the Borrower or any Subsidiary by any
person with respect to the ownership, validity, enforceability, effectiveness or
use of any Material Intellectual Property. Except as described in Schedule
3.07, to the Borrower's knowledge, no claims of infringement of any copyright,
trademark, service mark, trade name, patent, patent right, trade secret or other
property right of any other person are pending, and none have been asserted, as
of the date of this Agreement as against any Material Intellectual Property.
Except as disclosed on Schedule 3.07, (i) neither the Borrower nor any of the
Subsidiaries are in breach of any material provision of any license, sublicense,
or other agreement which relates to any of
78
<PAGE>
the Material Intellectual Property, and neither the Borrower nor any of the
Subsidiaries have taken any action which would impair or otherwise adversely
affect its rights in any of the Material Intellectual Property. All such
Intellectual Property is valid and enforceable, except that, with respect to the
applications to register any unregistered Intellectual Property (but not with
respect to the underlying Intellectual Property rights that are the subject of
such applications), the Borrower only represents and warrants that such
applications are pending and in good standing all without challenge of any kind.
The Material Intellectual Property has been maintained in confidence in
accordance with protection procedures customarily used to protect rights of like
importance. To the knowledge of the Borrower, all former and current members of
management and key personnel of FATS or any of the Subsidiaries, including all
former and current employees, agents, consultants and independent contractors
who have contributed to or participated in the conception and development of
software or other Material Intellectual Property for the FATS II, FX, III, L.E.
and IV (collectively, "Personnel"), have executed and delivered to the Borrower
---------
or such Subsidiary a proprietary information agreement restricting such person's
right to disclose proprietary information of the Borrower, the Subsidiaries and
their respective clients. No such representation is made with respect to FATS
I. All former and current Personnel, as referenced above, either (A) have been
party to a "work-for-hire" arrangement or agreement with the Borrower, in
accordance with applicable Federal and state law, that has accorded the Borrower
or a Subsidiary full, effective, exclusive and original ownership of all
tangible and intangible property thereby arising or (B) have executed
appropriate instruments of assignment in favor of the Borrower or a Subsidiary
as assignee that have conveyed to the Borrower or a Subsidiary full, effective
and exclusive ownership of all tangible and intangible property thereby arising.
No former or current Personnel have any claim against the Borrower or any of the
Subsidiaries in connection with such person's involvement in the conception and
development of any Material Intellectual Property and no such claim has been
asserted or is threatened. None of the current officers and employees of the
Borrower or any of the Subsidiaries have any patents issued or applications
pending for any device, process, design or invention of any kind now used or
needed by the Borrower or any of the Subsidiaries in the furtherance of its
business operations, which patents or applications have not been assigned to the
Borrower or a Subsidiary, with such assignment duly recorded in the United
States Patent Office.
SECTION 3.08. Subsidiaries. Schedule 3.08 sets forth as of the Closing Date
------------
a list of all the Subsidiaries after giving effect to the Recapitalization, the
respective jurisdictions of organization thereof and the percentage ownership
interest, direct or indirect, of the Borrower therein.
79
<PAGE>
SECTION 3.09. Litigation; Compliance with Laws. (a) Schedule 3.09 sets forth
--------------------------------
a list as of the Closing Date of all pending or, to the knowledge of the
Borrower, threatened litigation, arbitrations or other proceedings against the
Borrower or any Subsidiary that involves a claim for more than $50,000. Except
as set forth in Schedule 3.09, none of such lawsuits, claims, arbitrations or
other proceedings as to which there is a reasonable possibility of adverse
determination would have, if so determined, a Material Adverse Effect. To the
knowledge of the Borrower, except as set forth in Schedule 3.09, as of the
Closing Date, neither the Borrower nor any Subsidiary is a party or subject to
or in default under any material judgment, order, injunction or decree of any
Governmental Authority or arbitration tribunal. Except as set forth in Schedule
3.09, there are no actions, suits, investigations or proceedings at law or in
equity or by or before any arbitrator or Governmental Authority now pending or,
to the knowledge of the Borrower, threatened against or affecting the Parent,
the Borrower, any of the Subsidiaries or any business, property or rights of the
Parent, the Borrower or any of the Subsidiaries (i) which involve any Loan
Document or (ii) as to which there is a reasonable possibility of an adverse
determination and which, if adversely determined, could, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.
(b) Except as set forth in Schedule 3.09, the Parent, the Borrower and the
Subsidiaries are in compliance with all applicable statutes, laws, ordinances,
rules, orders and regulations of any Governmental Authority ("Applicable Laws")
---------------
including those relating to occupational health and safety, except for instances
of noncompliance that, in the aggregate, could not reasonably be expected to
have a Material Adverse Effect. Except as set forth in Schedule 3.09, as of the
Closing Date none of the Seller, the Borrower or a Subsidiary has received any
written communication during the past three years from a Governmental Authority
that alleges that the Borrower or a Subsidiary is not in compliance in any
material respect with any Applicable Laws. Except as set forth in Schedule
3.09, to the knowledge of the Borrower, as of the Closing Date, there is no
pending or threatened investigation of the Borrower or a Subsidiary by any
Governmental Authority. This Section 3.09(b) does not relate to matters with
respect to taxes, which are the subject of Section 3.14, or to environmental
matters, which are the subject of Section 3.09(c).
(c) Except as set forth in Schedule 3.09: (i) as of the Closing Date, none of
the Seller, the Borrower or any of the Subsidiaries has received any written
communication during the past five years from a Governmental Authority that
alleges that the Borrower or any of the Subsidiaries is not in compliance with
any Environmental Laws which has not been resolved to the satisfaction of the
Governmental Authority; (ii) the Borrower and
80
<PAGE>
the Subsidiaries hold and are in compliance with, all material permits, licenses
and governmental authorizations required for the Borrower and the Subsidiaries
to conduct its business in compliance with the Environmental Laws, and are in
compliance with all Environmental Laws, except for any instances of
noncompliance which, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect; (iii) as of the Closing Date, none
of the Seller, the Borrower or any of the Subsidiaries has received any written
communication alleging that the Borrower or any of the Subsidiaries is liable to
any party (including, but not limited to, a Governmental Authority) as a result
of the Release of a Hazardous Substance; (iv) to the knowledge of the Borrower,
none of the properties owned or leased by the Borrower or any of the
Subsidiaries contains underground storage tanks, asbestos-containing materials,
or PCB-containing materials; and (v) to the knowledge of the Borrower, there
have been no Releases of Hazardous Substances on any of the properties owned or
leased by the Borrower or any of the Subsidiaries that, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect. For
purposes of this Section 3.09(c) only: the term "Environmental Laws" means any
------------------
and all applicable foreign, federal, state or local laws, regulations, binding
determinations, orders, decrees or permits issued, promulgated or entered into
by any Governmental Authority, relating to the Release of Hazardous Substances;
the term "Hazardous Substances" means all materials defined as hazardous
--------------------
substances pursuant to Section 101(14) of the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended by the Superfund
Amendments and Reauthorization Act of 1986, 42 U.S.C. (S)(S) 9601 et seq.
-- ---
("CERCLA") and petroleum; and the term "Release" shall have the meaning set
- -------- -------
forth in Section 101(22) of CERCLA.
SECTION 3.10. Agreements. (a) Each indenture or other agreement or
----------
instrument evidencing Indebtedness and each other material agreement, contract,
lease, license, commitment or other instrument to which the Borrower or any of
the Subsidiaries is a party or by which it or any of its properties or assets
are or may be bound as of the Closing Date, after giving effect to the
application of proceeds thereof on the Closing Date, is listed on Schedule 3.10
hereto (collectively with any agreements listed on Schedule 3.20, the "Material
--------
Contracts").
- ---------
(b) Except as set forth in Schedule 3.10, as of the Closing Date, all the
Material Contracts are valid, binding and in full force and effect in all
material respects. Except as set forth in Schedule 3.10, as of the Closing
Date, the Borrower and the Subsidiaries have performed all material obligations
required to be performed by them to date under the Material Contracts and they
are not in breach or default in any material respect thereunder and, to the
knowledge of the Borrower, no other party to any of the Material Contracts is in
breach or default in any
81
<PAGE>
material respect thereunder. All contracts between the Borrower, any Subsidiary
or the Parent and the U.S. Department of Defense (and any modifications to such
contracts) with a face value in excess of $100,000 have been negotiated, fixed
priced agreements, as defined in the Federal Acquisition Regulation, as amended.
SECTION 3.11. Federal Reserve Regulations. (a) None of the Borrower, the
---------------------------
Subsidiaries and the Parent is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of purchasing or
carrying Margin Stock.
(b) No part of the proceeds of any Loan and no Letter of Credit will be used,
whether directly or indirectly, and whether immediately, incidentally or
ultimately, for any purpose which entails a violation of, or which is
inconsistent with, the provisions of the regulations of the Board, including
Regulations G, U and X.
SECTION 3.12. Investment Company Act; Public Utility Holding Company Act.
----------------------------------------------------------
None of the Parent, the Borrower and the Subsidiaries is (a) an "investment
company" as defined in, or subject to regulation under, the Investment Company
Act of 1940 or (b) a "holding company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935 or (c) subject to
regulation as a "public utility" or a "public service corporation" or the
equivalent under any federal or state law.
SECTION 3.13. Use of Proceeds. The proceeds of all Loans will be used solely
---------------
(a) to fund a portion of the Recapitalization on the Closing Date, (b) to pay
fees and expenses incurred in connection with the Recapitalization and (c) to
provide for the ongoing working capital and general corporate purposes of the
Borrower and the Subsidiaries. The Letters of Credit will be issued solely to
support various financial and other performance obligations of the Borrower and
the Subsidiaries incurred in the ordinary course of business.
SECTION 3.14. Tax Returns. Each of the Parent, the Borrower and the
-----------
Subsidiaries has filed or caused to be filed all Federal, state, local and
foreign tax returns required to be filed by it and has paid or caused to be paid
all taxes shown to be due and payable on such returns or on any assessments
received by it, except taxes that are being contested in good faith by
appropriate proceedings diligently pursued and for which adequate reserves in
accordance with GAAP have been set aside on its financial statements.
SECTION 3.15. No Material Misstatements. (a) To the knowledge of the
-------------------------
Borrower as of the Closing Date, the Confidential Information Memorandum and the
other reports, financial statements, exhibits, schedules and other information
82
<PAGE>
(except for forecasts and projections) furnished by or on behalf of the Borrower
to the Lenders in connection with the negotiation of any Loan Document or
included therein or delivered pursuant thereto, when taken as a whole and
evaluated in the context presented, do not contain any material misstatement of
fact or omit to state any material fact necessary to make the statements therein
not misleading in light of the circumstances under which such information was
provided. Any such report, financial statement, exhibit, schedule or other
information which constitutes a forecast or a projection was prepared in good
faith, was based on assumptions that the Borrower believes to be reasonable and
based on the best information available to the Borrower. As of the Closing
Date, except for the uncertainty inherent in any similar financial forecast or
projection, the Borrower has no reason to believe that any such forecasts or
projections are misleading in any material respect in light of the circumstances
existing at the time of preparation thereof.
(b) All representations and warranties of the Borrower and, to the knowledge
of Borrower, all representations and warranties of the Seller and the Buyers,
set forth in the Recapitalization Agreement were true and correct on and as of
the date of such agreement and will be true and correct in all material respects
on and as of the Closing Date with the same effect as though made on and as of
the Closing Date, except to the extent such representations and warranties
expressly relate to an earlier date (in which case such representations and
warranties were true and correct in all material respects on and as of such
earlier date).
(c) All representations and warranties of the Borrower and, to the knowledge
of Borrower, all representations and warranties of the other parties to the Note
Documents, set forth in each of the Note Documents were true and correct on and
as of the date of such agreement, and will be true and correct in all material
respects on and as of the Closing Date with the same effect as though made on
and as of the Closing Date, except to the extent such representations and
warranties expressly relate to an earlier date (in which case such
representations and warranties were true and correct in all material respects on
and as of such earlier date).
SECTION 3.16. Employee Benefit Plans. (a) After giving effect to the
----------------------
Recapitalization, each of the Borrower and the Commonly Controlled Entities will
be in compliance in all material respects with the applicable provisions of
ERISA and the regulations and published interpretations thereunder. Neither a
Reportable Event nor an "accumulated funding deficiency" (within the meaning of
Section 412 of the Code or Section 302 of ERISA) has occurred within the five
years prior to the Closing Date with respect to any Plan, and each Plan has
complied in all material respects with the applicable provisions of ERISA and
the Code.
83
<PAGE>
No termination of a Single Employer Plan has occurred and no Lien in favor of
the PBGC or a Plan has arisen during the five years prior to the Closing Date.
(b) The present value of all accrued benefits under each Single Employer Plan
in which the Borrower or any Commonly Controlled Entity is a participant (based
on those assumptions used to fund the Plans) did not, as of the last annual
valuation date prior to the Closing Date, exceed the value of the assets of such
Plan allocable to such accrued benefits.
(c) Neither the Borrower nor any Commonly Controlled Entity has had a complete
or partial withdrawal from any Multiemployer Plan, and neither the Borrower nor
any Commonly Controlled Entity would become subject to any liability under ERISA
if the Borrower or any such Commonly Controlled Entity were to withdraw
completely from all Multiemployer Plans as of the last valuation date prior to
the Closing Date.
(d) No such Multiemployer Plan is in "reorganization" or "insolvent," within
the meaning of such terms as used in ERISA.
(e) Neither the Borrower nor any Commonly Controlled Entity has any liability
for post retirement benefits to be provided to its current and former employees.
(f) No prohibited transaction under ERISA or the Code has occurred with
respect to any Multiemployer Plan or Single Employer Plan which could have a
Material Adverse Effect.
SECTION 3.17. Government Contracting Matters. (a) Except as set forth in
------------------------------
Schedule 3.17, each of the Parent, the Borrower and the Subsidiaries has
complied with all material terms and conditions of each Government Contract that
provides for aggregate payments to the Parent, the Borrower and the Subsidiaries
of $500,000 or more, including all clauses, provisions and requirements
incorporated by reference or by operation of law therein, and there are no
claims that could reasonably be expected to have a Material Adverse Effect nor
any potential liability for defective pricing, false statements or false claims
on Government Contracts. For the purposes hereof, "Government Contract" means
-------------------
any bid, quotation, proposal, contract, agreement, work authorization, lease,
commitment or sale or purchase order of the Parent, the Borrower or any of the
Subsidiaries with any foreign or domestic, federal, state, local or other
governmental authority, agency or instrumentality, including all contracts and
work authorizations to supply goods and services to such governmental authority,
agency or instrumentality and including contracts that are first-tier
subcontracts on prime contracts.
84
<PAGE>
(b) Except as set forth in Schedule 3.17, there is no action, suit, proceeding
or, to the Borrower's knowledge, investigation relating to any proposed
suspension or debarment of the Parent, the Borrower or any of the Subsidiaries
or any of their respective directors, officers, employees or agents from doing
business with any foreign or domestic, federal, state, or local government (or
any agency or instrumentality thereof). None of the Parent, the Borrower and the
Subsidiaries, nor any of their respective directors, officers, or employees is
(or, to the Borrower's knowledge, during the last five years has been)
suspended, proposed for debarment, or debarred from doing business with any
foreign or domestic, federal, state, or local government (or any agency or
instrumentality thereof) or is (or during such period was) the subject of a
finding of nonresponsibility or ineligibility for contracting with any foreign
or domestic, federal, state, or local government (or any agency or
instrumentality thereof).
(c) Except as set forth in Schedule 3.17, to the Borrower's knowledge, none of
the Parent's, the Borrower's and the Subsidiaries' respective directors,
officers, employees or agents is (or during the last five years has been) under
administrative, civil, or criminal investigation, indictment or information by
any Governmental Authority with respect to any material alleged irregularity,
misstatement or omission arising under or relating to any Government Contract.
None of the Parent, the Borrower and the Subsidiaries has any knowledge of any
material irregularity, misstatement or omission arising under or relating to any
Government Contract that has led or could reasonably lead, either before or
after the Closing Date, to any of the consequences set forth in Section 3.17(b)
or to any other material damage, penalty, assessment, recoupment of payment or
disallowance of cost.
(d) Except as set forth in Schedule 3.17, there exist (i) no outstanding
material claims against the Parent, the Borrower or any of the Subsidiaries, by
any foreign or domestic, federal, state, or local government (or any agency or
instrumentality thereof) or by any prime contractor, subcontractor, vendor or
other third party, arising under or relating to any Government Contract; and
(ii) no material disputes between the Parent, the Borrower or the Subsidiaries
and any foreign or domestic, federal, state, or local government (or any agency
or instrumentality thereof), or any prime contractor, subcontractor, vendor or
other third party, arising under or relating to any Government Contract.
(e) None of the Parent, the Borrower and the Subsidiaries has, nor are any of
them in the conduct of their respective businesses required to have, any
facility security clearance or personnel security clearance or other security
clearance from any foreign or domestic, federal, state, or local government (or
any
85
<PAGE>
agency or instrumentality thereof), and none of them have any access to
classified information in connection with any Government Contract or otherwise.
SECTION 3.18. Security Documents. (a) Each Pledge Agreement is effective to
------------------
create in favor of the Agent, for the ratable benefit of the Secured Parties, a
legal, valid and enforceable security interest in the Collateral (as defined in
such Pledge Agreement) and, when the respective Collateral is delivered to the
Agent, each Pledge Agreement will constitute a fully perfected first priority
Lien on, and security interest in, all right, title and interest of the pledgors
thereunder in such Collateral, in case prior and superior in right to any other
person.
(b) The Security Agreement is effective to create in favor of the Agent, for
the ratable benefit of the Secured Parties, a legal, valid and enforceable first
priority security interest in the Collateral and, when financing statements in
appropriate form are filed in the offices specified on Schedule 3.18 and when
the Pledged Securities (as defined in the Security Agreement) are delivered to
the Agent, the Security Agreement, together with such financing statements,
shall constitute a fully perfected Lien on, and security interest in, all right,
title and interest of the grantors thereunder in such Collateral in which a
security interest can be perfected by (i) filing a financing statement under
Article 9 of the Uniform Commercial Code or (ii) delivering possession of a
security under Article 8 of the Uniform Commercial Code, in each case prior and
superior in right to any other person, other than with respect to Liens
expressly permitted by Section 6.02.
(c) When the Assignment of Patents and Trademarks, substantially in the form
of Exhibit A to the Security Agreement, is filed in the United States Patent and
Trademark Office and the Assignment of Copyrights, substantially in the form of
Exhibit B to the Security Agreement, is filed in the United States Copyright
Office, the Security Agreement, together with such filings, shall constitute a
fully perfected Lien on, and security interest in, all right, title and interest
of the grantors thereunder in the Intellectual Property of the Parent, the
Borrower and the Subsidiaries to the extent that security interests in such
Intellectual Property can be perfected by filing in such offices, in each case
prior and superior in right to any other person (it being understood that
subsequent filings in the United States Patent and Trademark Office and the
United States Copyright Office may be necessary to perfect a lien on
Intellectual Property acquired by the grantors after the date hereof).
(d) Each Mortgage is effective to create in favor of the Agent, for the
ratable benefit of the Secured Parties, a legal,
86
<PAGE>
valid and enforceable Lien on all of the Loan Parties' right, title and interest
in and to the Mortgaged Property thereunder and the proceeds thereof, and when
such Mortgage is filed in the offices specified on Schedule 3.18(d), such
Mortgage shall constitute a fully perfected Lien on, and security interest in,
all right, title and interest of the Loan Parties in such Mortgaged Property and
the proceeds thereof, in each case prior and superior in right to any other
person, other than with respect to the rights of persons pursuant to Liens
expressly permitted by Section 6.02.
(e) The Agent for the benefit of the Secured Parties will at all times have
the Liens provided for in the Collateral Documents and, subject to the filing by
the Agent of continuation statements to the extent required by the Uniform
Commercial Code, the Collateral Documents will at all times constitute a valid
and continuing lien of record and first priority perfected security interest in
all the Collateral referred to therein, except as priority may be affected by
Liens expressly permitted by Section 6.02 and except for Collateral released in
accordance with all applicable provisions of this Agreement and the Collateral
Documents. No filings or recordings are required in order to perfect the
security interests created under the Collateral Documents, except for filings or
recordings listed on Schedule 3.18. Except for the Intellectual Property
filings referred to in paragraph (c) above, all such listed filings and
recordings will have been made on or prior to the Closing Date.
(f) By complying with Sections 4.01(e) and 4.02(x) of the Security Agreement
and upon receipt by the Agent of acknowledgement copies of each Notice of
Assignment, substantially in the form of Exhibit D-2 to the Security Agreement,
as required under the Assignment of Claims Act of 1940, as amended (31 U.S.C.
(S)3727, 41 U.S.C. (S)15(1988)), each Grantor (as defined in the Security
Agreement) shall have assigned to the Agent all moneys due or to become due
under each Government Contract (other than (i) those Government Contracts
identified as completed on Schedule 13 to the Security Agreement and (ii)
Government Contract 65-02F-0414D with the General Services Administration) with
a total current or potential value exceeding $500,000 and entered into by such
Grantor with any U.S. Federal Governmental Authority.
SECTION 3.19. Solvency. (a) After giving effect to the Recapitalization,
--------
the making of each Loan made on the Closing Date and the uses of proceeds
therefrom, each of the Borrower and the Subsidiaries will be Solvent on the
Closing Date. "Solvent" means, with respect to any person, that (i) the fair
-------
value of the assets of such person, at a fair valuation, will exceed the debts
and liabilities, subordinated, contingent or otherwise, of such person; (ii) the
present fair saleable value of the property of such person will be greater than
the amount that will be required
87
<PAGE>
to pay the liabilities of such person on its debts and other liabilities,
subordinated, contingent or otherwise, as such debts and other liabilities
become absolute and matured; (iii) such person will be able to pay its debts and
liabilities, subordinated, contingent or otherwise, as such debts and
liabilities become absolute and matured; and (iv) such person will not have an
unreasonably small amount of capital with which to conduct the businesses in
which its is engaged as such businesses are now conducted and are proposed to be
conducted following the Recapitalization. With respect to any contingent
liabilities, such liabilities shall be computed at the amount which, in light of
all the facts and circumstances existing at the time, represents the amount
which can reasonably be expected to become an actual or matured liability.
(b) The Borrower does not intend to, or to permit any of the Subsidiaries to,
and does not believe that the Borrower or any of the Subsidiaries will, incur
debts beyond its ability to pay such debts as they mature taking into account
the timing of and amounts of cash to be received by the Borrower or any such
Subsidiary and the timing of and amounts of cash to be payable on or in respect
of indebtedness of the Borrower or any such Subsidiary.
(c) The total amount of the Redemption will not exceed the aggregate amount of
funds of the Borrower legally available therefor at the time of consummation of
the Recapitalization.
SECTION 3.20. Transactions with Affiliates. Except as set forth in Schedule
----------------------------
3.20, as of the Closing Date, there are no agreements, contracts or other
arrangements between the Borrower or any Subsidiary, on the one hand, and the
Seller or any of its Affiliates, on the other hand, which will continue in
effect subsequent to the Recapitalization. After giving effect to the transfer
and assignment to the Borrower by the Seller of (i) all the outstanding shares
of FATS UK and (ii) the Seller's rights under certain international agency and
sales representative agreements which transfers of agreements (A) have been
completed prior to the date hereof, (B) are in the process of being transferred
or (C) will be cancelled by the Seller prior to the Closing Date (provided,
--------
however, that such cancellation will not have a Material Adverse Effect), the
- -------
Seller has no assets used in or necessary for the conduct of the business of the
Borrower, except for the Seller's name which Seller has agreed to relinquish the
right to use effective upon the consummation of the Recapitalization. Promptly
after the consummation of the Recapitalization, Seller shall cause its name to
be changed so that it no longer contains the words "Firearms Training Systems",
"FATS" or any combination thereof or other words or phrases which might be
confusingly similar to the Borrower's name or trademarks.
88
<PAGE>
SECTION 3.21. Ownership. (a) After giving effect to the Recapitalization,
---------
on the Closing Date, the authorized Capital Stock of the Borrower will consist
of 38,000,000 shares of Class A Common Stock, $.00001 par value per share, of
which 8,513,993 shares are issued and outstanding, 3,600,000 shares of Class B
Common Stock, $.00001 par value per share, of which no shares are issued and
outstanding, and 200,000 shares of the Borrower's Preferred Stock, $.10 par
value per share, of which no shares are issued and outstanding. After giving
effect to the Recapitalization, on the Closing Date, all of the shares of the
Common Stock have been duly and validly authorized and issued, are fully paid
and nonassessable, and were not issued in violation of the preemptive rights of
any stockholder. As of the Closing Date, the Buyers own good, valid and
marketable title to 79% of the outstanding Common Stock and the Seller owns
good, valid and marketable title to 21% of the outstanding Common Stock. As of
the Closing Date, the Buyers own good, valid and marketable title to 54.13% of
the outstanding Class A Common Stock and 100% of the outstanding Class B Common
Stock and the Seller owns good, valid and marketable title to 45.87% of the
outstanding Class A Common Stock. All shares of Common Stock owned by the
Buyers are free and clear of all Liens of every kind, whether absolute, matured,
contingent or otherwise, other than the Liens of the Pledge Agreements,
restrictions pursuant to the Shareholders Agreement and restrictions pursuant to
investment management agreements which accords to the Sponsor or an Affiliate of
the Sponsor sole voting power and investment power (each within the meaning of
Rule 13d-3 under the Exchange Act). Except for the Warrants, the Contingent
Purchase Price Rights, the Permitted Junior Preferred Stock and rights pursuant
to the Shareholders Agreement, there are as of the Closing Date no existing
options (including employee stock options), warrants, calls or commitments
relating to, or any securities or rights convertible into, exercisable for or
exchangeable for, any Capital Stock of FATS.
(b) All of the shares of common stock of each Subsidiary have been duly and
validly authorized and issued, are fully paid and nonassessable, and were not
issued in violation of the preemptive rights of any stockholder. The Borrower
owns, directly or indirectly, good, valid and marketable title to all the common
stock of each Subsidiary, free and clear of all Liens, other than the Liens of
the Collateral Documents, of every kind, whether absolute, matured, contingent
or otherwise. The Seller has, without receipt of any consideration therefor,
contributed all the Capital Stock of FATS UK to the Borrower, free and clear of
all Liens of every kind, whether absolute, matured, contingent or otherwise.
There are no existing options, warrants, calls or commitments relating to, or
any securities or rights convertible into, exercisable for or exchangeable for,
any Capital Stock of the Subsidiaries.
89
<PAGE>
(c) At all times upon and after the consummation of the Permitted Drop Down
Transaction, the Parent shall own good, valid and marketable title to all the
outstanding common stock of the Drop Down Subsidiary, free and clear of all
Liens (other than the Lien of the Parent Pledge Agreement) of every kind,
whether absolute, matured, contingent or otherwise.
SECTION 3.22. Insurance. The Borrower and the Subsidiaries maintain, as of
---------
the Closing Date, policies of fire and casualty, liability, business
interruption and other forms of insurance in such amounts, with such deductibles
and against such risks and losses as are necessary to insure fully the business
and assets of the Borrower and the Subsidiaries. All such policies are in full
force and effect as of the Closing Date, all premiums due and payable thereon as
of the Closing Date have been paid in accordance with their terms (other than
retroactive or retrospective premium adjustments that are not yet, but may be,
required to be paid with respect to any period ending prior to the Closing Date
under comprehensive general liability and workmen's compensation insurance
policies), and no notice of cancellation or termination has been received as of
the Closing Date with respect to any such policy which has not been replaced on
substantially similar terms prior to the date of such cancellation. The
activities and operations of the Borrower and the Subsidiaries have been
conducted in a manner so as to conform in all material respects to all
applicable provisions of such insurance policies.
SECTION 3.23. Labor Matters. (a) Except as set forth in Schedule 3.23, as
-------------
of the Closing Date, (i) there is no labor strike, dispute, work stoppage or
lockout pending, or, to the knowledge of the Borrower, threatened, against the
Borrower or a Subsidiary; (ii) to the knowledge of the Borrower, no union
organizational campaign is in progress with respect to the employees of the
Borrower or a Subsidiary; (iii) there is no unfair labor practice charge or
complaint against the Borrower or a Subsidiary pending, or, to the knowledge of
the Seller, threatened, before the National Labor Relations Board; (iv) there
are no pending, or, to the knowledge of Seller, threatened, union grievances
against the Borrower or a Subsidiary as to which there is a reasonable
possibility of adverse determination and that, if so determined, would have a
Material Adverse Effect; (v) there are no pending, or, to the knowledge of the
Borrower, threatened, charges against the Borrower, a Subsidiary or any current
or former employee of the Borrower before the Equal Employment Opportunity
Commission or any state or local agency responsible for the prevention of
unlawful employment practices; and (vi) none of the Seller, the Borrower and the
Subsidiaries has received written notice during the past three years of the
intent of any Governmental Authority responsible for the enforcement of labor or
employment laws to conduct an investigation of the
90
<PAGE>
Borrower or a Subsidiary and, to the knowledge of the Borrower, no such
investigation is in progress.
(b) No employee or agent of the Parent, the Borrower or any Subsidiary that
has not signed a confidentiality and non-compete agreement is privy to any
information that, if disseminated to an unrelated third party, could have a
Material Adverse Effect.
SECTION 3.24. Licenses; Permits. Schedule 3.24 sets forth a true and
-----------------
complete list as of the Closing Date of all material licenses, permits and
authorizations issued or granted to the Borrower and the Subsidiaries by
Governmental Authorities which are necessary or desirable for the conduct of the
business of the Borrower and the Subsidiaries as currently conducted. Except as
set forth in Schedule 3.24, as of the Closing Date, all such licenses, permits
and authorizations are validly held by the Borrower or the relevant Subsidiary,
the Borrower and the Subsidiaries have complied in all material respects with
all terms and conditions thereof and the same will not be subject to suspension,
modification, revocation or nonrenewal as a result of the execution and delivery
of the Recapitalization Agreement or the consummation of the transactions
contemplated thereby.
SECTION 3.25. Certain Transactions. (a) On the Closing Date, (i) the
--------------------
Recapitalization Agreement shall not have been amended or modified, nor any
condition thereof waived by the Borrower, except as acceptable to the Agent,
(ii) all conditions to the obligations of the Borrower under the
Recapitalization Agreement to consummate the Recapitalization shall have been
satisfied, (iii) all funds advanced by the Lenders will be used to consummate
the Recapitalization and (iv) the Recapitalization will be consummated in
accordance with the Recapitalization Agreement.
(b) On the Closing Date, (i) the Note Documents shall not have been amended or
modified, nor any condition thereof waived by the Borrower, except as acceptable
to the Agent and (ii) all funds advanced by the Bridge Lenders will be used to
consummate the Recapitalization.
ARTICLE IV
CONDITIONS OF LENDING
SECTION 4.01. First Borrowing. The obligations of the Lenders to make Loans
---------------
hereunder, and the obligation of the Issuing Bank to issue Letters of Credit
hereunder, are subject to the satisfaction of the conditions that on the date of
the first Borrowing hereunder (such date being referred to herein as the
"Closing Date"):
- -------------
91
<PAGE>
(a) The Agent shall have received counterparts hereof signed by each of the
parties (or, in the case of any Lender as to which an executed counterpart shall
not have been received, telegraphic, telex, telecopy or other written
confirmation from such party in form satisfactory to the Agent of the execution
of a counterpart hereof by such Lender).
(b) The Agent shall have received (i) for the account of each Lender, a duly
executed Note or Notes, dated the Closing Date, complying with the provisions of
Section 2.04 and (ii) for the account of the Swingline Lender, a duly executed
Swingline Note, dated the Closing Date, complying with the provisions of Section
2.04.
(c) The Agent on behalf of the Secured Parties shall have a security interest
in the Collateral of the type and priority described in each Collateral
Document, perfected to the extent contemplated by Section 3.18 and the Agent
shall have received:
(i) counterparts of the Security Agreement, duly executed by the
Borrower, and a duly completed and executed Perfection Certificate from the
Borrower;
(ii) certificates representing 65% of all outstanding Capital Stock
of each Foreign Subsidiary (other than uncertificated Capital Stock of
Firearms Training Systems Netherlands B.V.), accompanied by stock powers
endorsed in blank, and the Intercompany Notes, duly executed by each Foreign
Subsidiary, accompanied by assignments executed in blank;
(iii) an acknowledgement copy, or other evidence satisfactory to the
Agent, of the proper filing, registration or recordation of each document
(including each Uniform Commercial Code financing statement) required by law
or reasonably requested by the Agent to be filed, registered or recorded in
each jurisdiction and to each Governmental Authority in which or to which the
filing, registration or recordation is so required or requested in order to
create in favor of the Agent for the benefit of the Secured Parties a valid,
legal and perfected security interest in or lien on the Collateral that is the
subject of the Security Agreement or any Pledge Agreement;
(iv) certified copies of Requests for Information or Copies (form
UCC-11), or equivalent reports from Prentice-Hall Financial Services or other
independent search service satisfactory to the Agent, listing
92
<PAGE>
(A) any judgment naming the Borrower or any other Loan Party, as judgment
debtor, (B) any tax lien that names the Borrower or any other Loan Party as a
delinquent taxpayer in any of the jurisdictions referred to in clause (iii)
above and (C) any Uniform Commercial Code financing statement that names the
Borrower or any other Loan Party as debtor filed in any of the jurisdictions
referred to in clause (iii) above;
(v) appropriate duly executed termination statements (Form UCC-3)
signed by all persons disclosed as secured parties in the jurisdictions
referred to in clause (iii) above (other than holders of Liens permitted
under Section 6.02) in form for filing under the Uniform Commercial Code of
such jurisdictions;
(vi) an escrow agreement or payoff letter in form and substance
satisfactory to the Agent executed by the existing lenders and holders of
Liens (other than Liens permitted under Section 6.02) in respect of the
Borrower and the Subsidiaries pursuant to which such lenders and Lien
holders will, among other things, deliver the termination statements
referred to in clause (v) above into escrow pending the Closing;
(vii) counterparts of the Buyer Pledge Agreement, duly executed by
the Buyers;
(viii) counterparts of the Seller Pledge Agreement, duly executed by
the Seller;
(ix) counterparts of (A) a valid and binding pledge agreement effective
under the laws of the Netherlands Antilles to create the equivalent of a
perfected security interest for the benefit of the Agent and the Secured
Parties in the Capital Stock of Firearms Training Systems Netherlands B.V.
and (B) a valid and binding pledge agreement effective under the laws of
Singapore to create the equivalent of a perfected security interest for the
benefit of the Agent and the Secured Parties in the Capital Stock of
F.A.T.S. Singapore PTE LTD.;
(x) certificates representing all the Common Stock outstanding after
giving effect to the Recapitalization, accompanied by stock powers endorsed
in blank;
(xi) counterparts of each Agency Account Agreement or other Collateral
Document requested by the Agent, duly executed by the parties thereto; and
93
<PAGE>
(xii) counterparts of an Acknowledgement of Subordination,
substantially in the form of Exhibit R, duly executed by each of the
Subsidiaries.
(d) The Agent shall have received an opinion of each of (i) the appropriate
counsel to the Loan Parties necessary to give those opinions set forth in
Exhibit L-1 hereto, Georgia counsel to the Borrower in the form of Exhibit L-2
hereto and Singapore and Netherlands counsel to the Borrower in form and
substance satisfactory to the Lenders and (ii) copies of each opinion required
to be delivered by counsel to the Borrower, the Buyer and the Seller pursuant to
the Recapitalization Agreement, accompanied in each case by a letter, unless
such opinion is addressed to the Agent and the Lenders or expressly includes a
reliance provision, from the counsel rendering such opinion, stating that the
Agent and the Lenders are entitled to rely on such opinion as if it were
addressed to the Agent and the Lenders; each such opinion or reliance letter, as
the case may be, referred to in clauses (i) and (ii) shall be dated the Closing
Date and addressed to the Agent and the Lenders.
(e) The Agent shall have received counterparts of the Junior Subordination
Agreement duly executed by the Sponsor, the Buyers and the Borrower as of the
Closing Date.
(f) The Agent shall have received:
(i) a certificate, dated the Closing Date and signed by a Financial
Officer of each of the Borrower and the Subsidiaries confirming compliance
with the conditions precedent set forth in paragraphs (h), (i), (j), (l),
(o), (p), (q) and (s) of this Section 4.01 and in paragraphs (b), (c) and
(d) of Section 4.02;
(ii) a copy of the long form certificate of incorporation or other
constitutive documents, including all amendments thereto, of each of the
Loan Parties, certified as of a recent date by the Secretary of State (or
comparable authority) of the jurisdiction of its organization, and a
certificate as to the good standing of each such party as of a recent date,
from such Secretary of State (or other authority);
(iii) a certificate of the Secretary or Assistant Secretary of each
of the Loan Parties dated the Closing Date and certifying (A) that attached
thereto is a true and complete copy of the by-laws or comparable governing
instruments of such party as in
94
<PAGE>
effect on the Closing Date and at all times since a date prior to the
date of the resolutions described in clause (B) below, (B) that
attached thereto is a true and complete copy of resolutions duly
adopted by the Board of Directors or comparable governing body of such
party (or, in the case of any partnership, of the general partner of
such party) authorizing the execution, delivery and performance of the
Loan Documents to which such party is or will be a party, and, in the
case of the Borrower, the consummation of the Recapitalization and
extensions of credit hereunder, and that such resolutions have not
been modified, rescinded or amended and are in full force and effect,
(C) that the certificate of incorporation or other constitutive
documents of such party have not been amended since the date of the
last amendment thereto shown on the certificate of good standing
furnished pursuant to clause (ii) above, (D) as to the incumbency and
specimen signature of each officer executing any Loan Document or any
other document delivered in connection herewith on behalf of such
party and (E) with respect to the Borrower, that attached thereto is a
true and complete executed copy of the Recapitalization Agreement, the
Note Documents and all other documents and instruments executed and
delivered therewith; and
(iv) such other documents, opinions, certificates and agreements
in connection with the Facilities, in form and substance satisfactory
to the Agent, as it shall reasonably request.
(g) The Borrower shall have paid all Fees and other amounts due and
payable to the Agent or any Lender on or prior to the Closing Date, including
reimbursement or payment of all out-of-pocket expenses required to be reimbursed
or paid by the Borrower under the Fee Letter or any Loan Document (to the extent
invoices or statements therefor have been received).
(h) All conditions set forth in the Recapitalization Agreement to the
obligations of the Buyers shall have been satisfied; the Recapitalization
Agreement shall not have been altered, amended or otherwise changed or
supplemented or any condition therein waived, without the prior written consent
of the Agent.
(i) All components of the Recapitalization shall have been consummated
in accordance with the terms of the Recapitalization Agreement and in compliance
with applicable law and regulatory approvals simultaneously with the first
Borrowing hereunder, including the receipt of
95
<PAGE>
$36,000,000 of gross proceeds from the Equity Purchase and $40,000,000 of gross
proceeds from the Permitted Senior Subordinated Notes.
(j) (i) The terms and conditions applicable to the Permitted Junior Preferred
Stock shall comply with Section 6.01(f) and shall otherwise be reasonably
satisfactory to the Agent and the Lenders and (ii) the terms and conditions
applicable to the Permitted Senior Subordinated Notes, the Permitted Senior
Preferred Stock and the Warrants shall not have been changed in any material
respect from those set forth in the letter agreement and summary of principal
terms and conditions from NationsBridge, L.L.C. dated June 5, 1996.
(k) The Agent shall have received and approved the monthly working capital
detail of the Borrower for the first projected fiscal year after Closing and pro
forma financial statements of the Borrower and the Subsidiaries as of, and for
the 12 months ended on, March 31, 1996, giving effect to the Recapitalization
and the transactions contemplated hereby, prepared by the Borrower.
(l) No Material Adverse Change shall have occurred since March 31, 1996.
(m) The Agent shall have received certification in form and substance
satisfactory to the Agent as to the financial condition, available surplus and
solvency of the Borrower and the Subsidiaries (after giving effect to the
Recapitalization) from an independent firm acceptable to the Agent; provided
--------
that the firm of Houlihan Lokey Howard and Zukin shall be acceptable to the
Agent.
(n) The Agent shall have received (i) satisfactory opinions of counsel to the
Loan Parties (which shall cover, among other things, authority, legality,
validity, binding effect and enforceability of the documents for the Facilities)
and such corporate resolutions, certificates and other documents as the Agent
shall reasonably require and (ii) satisfactory evidence that the Agent (on
behalf of the Lenders) holds a perfected, first priority Lien in all Collateral
for the Facilities, subject to no other Liens, except for Liens permitted under
Section 6.02.
(o) The Agent shall have received satisfactory evidence that the Borrower has
obtained all governmental, shareholder and third party consents and approvals
and expiration of all applicable waiting or appeal periods necessary or, in the
opinion of the Agent, appropriate in connection with the Facilities and the
pledge of the Collateral for the Facilities without any action being
96
<PAGE>
taken that could restrain, prevent or impose any material adverse condition on
the Borrower and the Subsidiaries or the Recapitalization or that could seek or
threaten any of the foregoing, and no law or regulation or condition shall be
applicable which in the judgment of the Agent could have such effect; provided
--------
that no failure of the foregoing condition shall be deemed to have occurred as a
result of a failure to obtain a novation with the Seller of the Borrower's
contracts with departments or agencies of the United States Government to supply
the United States Government with simulators which is required because of the
Equity Purchase and the Redemption.
(p) There shall not exist any action, suit, investigation or proceeding
pending or threatened in any court or before any arbitrator or other
Governmental Authority that purports to adversely affect the Facilities or that
could have a material adverse effect on the ability of the Borrower and the
Subsidiaries to perform their obligations under the documents to be executed in
connection with the Facilities, except as disclosed to and approved by the Agent
prior to the date hereof.
(q) There shall be no less than $5,000,000 of Unused Revolving Credit
Commitments and cash of the Borrower and the Subsidiaries on hand at Closing
after giving effect to the Recapitalization.
(r) There shall not have occurred and be continuing (i) a material adverse
change in the market for syndicated bank credit facilities or (ii) a material
disruption of, or a material adverse change in, financial, banking or capital
market conditions.
(s) Each Notice of Assignment required under the Assignment of Claims Act of
1940, as amended, with respect to all U.S. Federal Government Contracts shall
have been filed with the applicable Governmental Authority in order to assign to
the Agent all moneys due or to become due under each such Government Contract
(other than (i) those Government Contracts identified as completed on Schedule
13 to the Security Agreement and (ii) Government Contract GS-02F-0414D with the
General Services Administration) with a total current or potential value
exceeding $500,000.
SECTION 4.02. All Credit Events. The obligations of the Lenders to make
-----------------
Loans hereunder (including the obligation of the Swingline Lender to make
Swingline Loans hereunder), and the obligation of the Issuing Bank to issue
Letters of Credit hereunder, are subject to the satisfaction of the conditions
that on the date of each Borrowing (including each Swingline Borrowing) and on
the date of issuance of each Letter of Credit:
97
<PAGE>
(a) The Agent shall have received a notice of such Borrowing as required
by Section 2.03 or a notice requesting the issuance of such Letter of Credit
as required by Section 2.21(c), as applicable.
(b) The representations and warranties set forth in Article III and the
representations and warranties of the Borrower and the other Loan Parties set
forth in the other Loan Documents (except, in the case of a refinancing of
Revolving Loans or Swingline Loans that does not increase the aggregate
principal amount of outstanding Revolving Loans or Swingline Loans, as
applicable, the representations set forth in Sections 3.06 and 3.09) shall be
true and correct in all material respects on and as of the date of such
Borrowing or the date of the issuance of such Letter of Credit with the same
effect as though made on and as of such date, except to the extent such
representations and warranties expressly relate to an earlier date (in which
case such representations and warranties shall be true and correct in all
material respects on and as of such earlier date).
(c) At the time of and immediately after such Borrowing or the issuance
of such Letter of Credit, the aggregate outstanding principal amount of the
Loans of each Class and the Letter of Credit Exposure shall not exceed the
limitations set forth in Sections 2.01 and 2.21(a).
(d) At the time of and immediately after such Borrowing or the issuance
of such Letter of Credit, no Default or Event of Default shall have occurred
and be continuing .
Each Borrowing hereunder and each issuance of a Letter of Credit hereunder shall
be deemed to constitute a representation and warranty by the Borrower on the
date of such Borrowing or issuance of such Letter of Credit as to the matters
specified in paragraphs (b), (c) and (d) of this Section 4.02. For purposes of
this Section 4.02, a "Borrowing" does not include a conversion or continuation
of a previously outstanding Term Borrowing pursuant to Section 2.10.
ARTICLE V
AFFIRMATIVE COVENANTS
The Borrower covenants and agrees with each Lender that so long as this
Agreement shall remain in effect or any Obligations shall be unpaid, and until
the Commitments have been terminated and the Loans, together with interest, Fees
and all other Obligations have been paid in full, all Letters of Credit have
98
<PAGE>
been cancelled or have expired and all amounts drawn thereunder have been
reimbursed in full, unless the Required Lenders shall otherwise consent in
writing:
SECTION 5.01. Existence; Businesses and Properties. (a) The Borrower will,
------------------------------------
and will cause each of the Subsidiaries to, and the Parent will, do or cause to
be done all things necessary to preserve, renew and keep in full force and
effect its legal existence, except as otherwise expressly permitted under
Section 6.05(a).
(b) The Borrower will, and will cause each of the Subsidiaries to, and the
Parent will, do or cause to be done all things necessary to obtain, preserve,
renew, extend and keep in full force and effect the rights, leases, privileges,
licenses, permits, franchises, authorizations, patents, copyrights, trademarks,
trade names and all other Intellectual Property material to the conduct of its
business; maintain and operate such business in substantially the manner in
which it is presently conducted and operated; comply in all material respects
with all applicable laws, rules, regulations (including any zoning, building,
ordinance, code or approval or any building permits or any restrictions of
record or agreements affecting the Mortgaged Properties and excluding
Environmental Laws, which are subject to the provisions of Section 5.11) and
judgments, writs, injunctions, decrees and orders of any Governmental Authority,
whether now in effect or hereafter enacted; and at all times maintain and
preserve all property material to the conduct of such business and keep such
property in good repair, working order and condition (subject to ordinary wear
and tear) and from time to time make, or cause to be made, all needful and
proper repairs, renewals, additions, improvements and replacements thereto
necessary in order that the business carried on in connection therewith may be
properly conducted at all times.
SECTION 5.02. Insurance. (a) The Borrower will, and will cause each of the
---------
Subsidiaries to, keep its insurable properties fully insured at all times by
financially sound and reputable insurers; such insurance to include fire and
other risks insured against by extended coverage, public liability insurance
against claims for personal injury or death or property damage occurring upon,
in, about or in connection with the use of any properties owned, occupied or
controlled by it and business interruption insurance, and maintain such other
insurance as may be required by law. The Borrower shall deliver to the Agent on
the Closing Date (i) a report from the Borrower's independent insurance
consultant demonstrating that the insurance required by this Section 5.02 is in
effect and (ii) evidence of such insurance and the endorsement thereof to
include a "standard" or "New York" lender's loss payable endorsement in the name
of the Agent on Accord Form 27.
99
<PAGE>
(b) The Borrower will, and will cause each of the Subsidiaries to, cause all
such policies (other than workers' compensation and employee health policies) to
be endorsed or otherwise amended to include a "standard" or "New York" lender's
loss payable endorsement, in form and substance reasonably satisfactory to the
Agent, which endorsement shall provide that, from and after the Closing Date, if
the insurance carrier shall have received written notice from the Agent of the
occurrence of an Event of Default, the insurance carrier shall pay all proceeds
otherwise payable to the Borrower or the Loan Parties under such policies
directly to the Agent; cause all such policies to provide that neither the
Borrower, the Agent nor any other party shall be a coinsurer thereunder and to
contain a "Replacement Cost Endorsement", without any deduction for
depreciation, and such other provisions as the Agent may reasonably require from
time to time to protect the interests of the Agent and the Lenders; deliver
original or certified copies of all such policies to the Agent; cause each such
policy to provide that it shall not be cancelled, modified or not renewed (i) by
reason of nonpayment of premium upon not less than 30 days' prior written notice
thereof by the insurer to the Agent (giving the Agent the right to cure defaults
in the payment of premiums) or (ii) for any other reason upon not less than 30
days' prior written notice thereof by the insurer to the Agent; deliver to the
Agent, prior to the cancellation, modification or nonrenewal of any such policy
of insurance, a copy of a renewal or replacement policy (or other evidence of
renewal of a policy previously delivered to the Agent) together with evidence
satisfactory to the Agent of payment of the premium therefor.
(c) If at any time the area in which the Premises (as defined in the
Mortgages) are located is designated (i) a "flood hazard area" in any Flood
Insurance Rate Map published by the Federal Emergency Management Agency (or any
successor agency), the Borrower will, and will cause each of the Subsidiaries
to, obtain flood insurance in such total amount as the Agent or the Required
Lenders may from time to time require, and otherwise comply with the National
Flood Insurance Program as set forth in the Flood Disaster Protection Act of
1973, as it may be amended from time to time, or (ii) a "Zone 1" area, to the
extent available at commercially reasonable rates, obtain earthquake insurance
in such total amount as the Agent or the Required Lenders may from time to time
require.
(d) With respect to any Mortgaged Property, the Borrower will, and will cause
each of the Subsidiaries to, carry and maintain comprehensive general liability
insurance including coverage on an occurrence basis against claims made for
personal injury (including bodily injury, death and property damage) and
umbrella liability insurance against any and all claims, in no event for a
combined single limit with respect to such Mortgaged
100
<PAGE>
Property of less than $10,000,000, naming the Agent as an additional insured, on
forms satisfactory to the Agent.
(e) The Borrower will, and will cause each of the Subsidiaries to, notify the
Agent immediately whenever any separate insurance concurrent in form or
contributing in the event of loss with that required to be maintained under this
Section 5.02 is taken out by the Borrower; and promptly deliver to the Agent a
duplicate original copy of such policy or policies.
(f) In connection with the covenants set forth in this Section 5.02, it is
understood and agreed that:
(i) none of the Agent, the Lenders, the Issuing Bank or their respective
agents or employees shall be liable for any loss or damage insured by the
insurance policies required to be maintained under this Section 5.02, it being
understood that (A) the Borrower and the other Loan Parties shall look solely to
their insurance companies or any other parties other than the aforesaid parties
for the recovery of such loss or damage and (B) such insurance companies shall
have no rights of subrogation against the Agent, the Lenders, the Issuing Bank
or their agents or employees. If, however, the insurance policies do not provide
waiver of subrogation rights against such parties, as required above, then the
Borrower hereby agrees, to the extent permitted by law, to waive its right of
recovery, if any, against the Agent, the Lenders, the Issuing Bank and their
agents and employees;
(ii) the Borrower will permit an insurance consultant retained by the Agent,
at the expense of the Borrower, to review the insurance policies maintained by
the Borrower and the Subsidiaries, but no more frequently than annually; and
(iii) the designation of any form, type or amount of insurance coverage by
the Agent or the Required Lenders under this Section 5.02 shall in no event be
deemed a representation, warranty or advice by the Agent or the Lenders that
such insurance is adequate for the purposes of the business of the Borrower and
the Subsidiaries or the protection of their properties and the Agent and the
Required Lenders shall have the right from time to time to require the Borrower,
the Subsidiaries and the Parent to keep other insurance in such form and amount
as the Agent or the Required Lenders may reasonably request, provided that such
--------
insurance shall be obtainable on commercially reasonable terms.
101
<PAGE>
SECTION 5.03. Obligations and Taxes. The Borrower will, and will cause each
---------------------
of the Subsidiaries to, and the Parent will, pay all of its obligations (other
than Indebtedness) promptly and in accordance with their terms and pay and
discharge promptly when due all taxes, assessments and governmental charges or
levies imposed upon it or upon its income or profits or in respect of its
property, before the same shall become delinquent or in default, as well as all
lawful claims for labor, materials and supplies or otherwise which, if unpaid,
might give rise to a Lien upon such properties or any part thereof; provided,
--------
however, that such payment and discharge shall not be required with respect to
- -------
any such tax, assessment, charge, levy or claim so long as the validity or
amount thereof shall be contested in good faith by appropriate proceedings
diligently pursued and the Borrower shall have set aside on its books adequate
reserves in accordance with GAAP with respect thereto and such contest operates
to suspend collection of the contested obligation, tax, assessment or charge and
enforcement of a Lien and, in the case of a Mortgaged Property, there is no risk
of forfeiture of such property.
SECTION 5.04. Financial Statements, Reports, etc. The Borrower will furnish
----------------------------------
to the Agent and each Lender:
(a) as soon as available, and in any event within 90 days after the end
of each fiscal year, its consolidated balance sheet and related consolidated
statements of operations and cash flows, showing the consolidated financial
position of the Borrower and its Consolidated Subsidiaries as of the close of
such fiscal year and the consolidated results of their operations and cash
flows during such year, in each case setting forth in comparative form the
figures for the preceding fiscal year, all audited by Arthur Andersen LLP or
another nationally recognized "Big Six" independent public accounting firm and
accompanied by an opinion of such accountants (which shall not be qualified in
any material respect) to the effect that such financial statements fairly
present the consolidated financial position and consolidated results of
operations and cash flows of the Borrower and its Consolidated Subsidiaries in
accordance with GAAP consistently applied;
(b) as soon as available, and in any event within 45 days after the end
of each of the first three fiscal quarters of each fiscal year, its
consolidated balance sheet and related consolidated statements of operations
and cash flows, showing the consolidated financial position of the Borrower
and its Consolidated Subsidiaries as of the close of such fiscal quarter, the
consolidated results of their operations during such fiscal quarter and the
then elapsed portion of the fiscal year and the consolidated
102
<PAGE>
cash flows for the then elapsed portion of the fiscal year, all certified by one
of its Financial Officers as fairly presenting the consolidated financial
position and consolidated results of operations and cash flows of the Borrower
and its Consolidated Subsidiaries in accordance with GAAP consistently applied,
subject to normal year-end audit adjustments;
(c) concurrently with any delivery of financial statements under paragraph (a)
or (b) above, a certificate of a Financial Officer of the Borrower certifying
that no Default or Event of Default has occurred or, if such a Default or Event
of Default has occurred, specifying the nature and extent thereof and any
corrective action taken or proposed to be taken with respect thereto;
(d) concurrently with any delivery of financial statements under paragraph (a)
or (b) above, a certificate of a Financial Officer of the Borrower,
substantially in the form of Exhibit K hereto, (i) setting forth computations in
reasonable detail satisfactory to the Agent demonstrating compliance with the
covenants contained in Sections 6.15 and 6.16, (ii) stating whether, since the
date of the most recent Required Financial Statements previously delivered,
there has been any material change in the generally accepted accounting
principles applied in the preparation of the Borrower's financial statements
and, if so, describing such change, (iii) containing summaries of accounts
payable agings, accounts receivable agings, and inventory of the Borrower on a
stand-alone basis, (iv) in the case of a certificate delivered concurrently with
a certificate under paragraph (a) above, setting forth the Excess Cash Flow for
the preceding fiscal year (or, in the case of the fiscal year ending March 31,
1997, for the period from the Closing Date through March 31, 1997) and a
reasonably detailed calculation thereof, (v) a comparison of the actual results
during the period covered by such financial statements to those originally
budgeted by the Borrower prior to the beginning of the applicable fiscal year,
along with management's discussion and analysis of variances between such actual
and budgeted results, as well as variances between actual results for such
period and actual results for the same period in the previous fiscal year and
(vi) a list of any significant sales contracts awarded or terminated since the
date of the most recent Required Financial Statements previously delivered,
including a description thereof in reasonable detail (provided that the Borrower
may disclose orally, rather than in writing, any such sales information that the
Borrower deems highly sensitive from a competitive standpoint);
103
<PAGE>
(e) as soon as available, and in any event within 30 days after the end of
each calendar month (other than the last month of any fiscal quarter), a copy of
the unaudited consolidated financial statements of the Borrower and its
Consolidated Subsidiaries as of the end of such calendar month and for the
portion of the fiscal year then ended, containing a balance sheet, statement of
operations and statement of cash flow, in each case setting forth in comparative
form the figures for the corresponding period of the preceding fiscal year;
(f) promptly upon completion, but in any event not later than 30 days after
the commencement of the 1998 fiscal year and each subsequent fiscal year, a copy
of projections by the Borrower of its consolidated balance sheet and related
consolidated statements of operations and cash flows for such fiscal year
(including all material assumptions to such projections) and a budget for such
fiscal year, all in form customarily prepared by the Borrower's management, such
projected financial statements to be accompanied by a certificate of a Financial
Officer to the effect that such projected financial statements have been
prepared in good faith, based on assumptions that the Borrower believes to be
reasonable and based on the best information available to the Borrower and that
such Financial Officer has no reason to believe they are misleading in any
material respect in light of the circumstances existing at the time of
preparation thereof;
(g) as soon as available, (i) a copy of each financial statement, report,
notice or proxy statement sent by the Parent, the Borrower or any of the
Subsidiaries to their respective stockholders in their capacity as stockholders,
(ii) a copy of each regular, periodic or special report, registration statement,
or prospectus filed by the Parent, the Borrower or any of the Subsidiaries with
any securities exchange or the SEC, (iii) any material order issued by any
court, governmental authority, or arbitrator in any material proceeding to which
the Parent, the Borrower or any of the Subsidiaries is a party and (iv) copies
of all press releases and other statements made available generally by the
Parent, the Borrower or any of the Subsidiaries to the public generally
concerning material developments in the Parent's, the Borrower's or such
Subsidiary's business;
(h) as soon as available, and in any event within 15 days of receipt, any
final management letter issued or provided by the auditors of the Borrower or
any Subsidiary;
(i) concurrently with any delivery to any Subordinated Lender or holder of
Permitted Senior Preferred Stock or
104
<PAGE>
Permitted Junior Preferred Stock, a copy of any materials, information, notices
(including any notice of an event of default or potential event of default) or
correspondence delivered to any such Subordinated Lender or holder;
(j) within 30 days after the Closing Date, the unaudited balance sheet of
the Borrower and its Consolidated Subsidiaries as of July 31, 1996, certified by
a Financial Officer of the Borrower as fairly presenting the consolidated
financial position of the Borrower and its Consolidated Subsidiaries in
accordance with GAAP; and
(k) promptly, from time to time, such other information regarding the
operations, business affairs and financial condition of the Parent, the Borrower
or any Subsidiary, or compliance with the terms of any Loan Document, as the
Agent or any Lender may reasonably request.
SECTION 5.05. Other Information. (a) The Borrower will furnish to the Agent
-----------------
prompt written notice of the following:
(i) any Default or Event of Default, specifying the nature and extent thereof
and the corrective action (if any) proposed to be taken with respect thereto;
(ii) the filing or commencement of, or any threat or notice of intention of
any person to file or commence, any action, suit or proceeding, whether at law
or in equity or by or before any Governmental Authority, against or affecting
the Parent, the Borrower or any of the Subsidiaries (A) which, if adversely
determined, could, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect or (B) which involves a claim or series of
related claims against the Parent, the Borrower or any Subsidiary in excess of
$250,000;
(iii) all matters materially affecting the value, enforceability or
collectibility of any material portion of its assets, including changes to
significant contracts, schedules of equipment, changes of significant equipment
or real property, the reclamation or repossession of, or the return to the
Borrower or any of the Subsidiaries of, a material amount of goods and material
claims or disputes asserted by any customer or other obligor, which matters
could have a Material Adverse Effect;
(iv) any material adverse change in the relationship between any of the
Borrower and the Subsidiaries, on the one hand, and any of its respective
suppliers, licensors or customers, on the other hand, which
105
<PAGE>
could reasonably be expected to have a Material Adverse Effect.
(v) all proposed amendments to any material agreement relating to
Indebtedness to which the Borrower or any Subsidiary is a party; and
(vi) any development that, individually or in the aggregate, has resulted
in, or could reasonably be expected to have, a Material Adverse Effect.
(b) Immediately upon receipt by the Borrower, the Borrower shall provide the
Agent and the Lenders with copies of all notices (including notices of default),
statements and financial information received from any Subordinated Lender or
any other creditor or lessor with respect to any item of Indebtedness which, if
not paid, could give rise to an Event of Default or the repossession of material
property from the Borrower or any of the Subsidiaries.
(c) Any notification required by this Section 5.05 shall be accompanied by a
certificate of a Financial Officer of the Borrower setting forth the details of
the specified events and the action which the Borrower proposes to take with
respect thereto.
SECTION 5.06. ERISA. (a) The Borrower will, and will cause each of the
-----
Subsidiaries to, and the Parent will, comply in all material respects with the
applicable provisions of ERISA and the Code.
(b) The Borrower will promptly give notice to the Agent and each Lender of the
following events, as soon as possible and in any event within 30 days after the
Borrower knows or has reason to know thereof: (i) the occurrence or expected
occurrence of any Reportable Event with respect to any Plan, a failure to make
any required contribution to a Plan, any filing by the Borrower with the PBGC of
a notice of intent to terminate a Plan, any receipt by the Borrower of notice
from the PBGC of the intention of the PBGC to terminate a Plan or appoint a
trustee to administer a Plan, any Lien in favor of the PBGC or a Plan, or any
withdrawal from, or the termination, reorganization or insolvency (within the
meaning of such terms as used in ERISA) of, any Multiemployer Plan; or (ii) the
institution of proceedings or the taking of any other action by the PBGC or the
Borrower or any Commonly Controlled Entity or any Multiemployer Plan with
respect to the withdrawal from, or the termination, reorganization or insolvency
(within the meaning of such terms as used in ERISA) of, any Single Employer Plan
or Multiemployer Plan.
106
<PAGE>
SECTION 5.07. Maintaining Records; Access to Properties and Inspections. The
---------------------------------------------------------
Borrower will, and will cause each of the Subsidiaries to, keep proper books of
record and account in which full, true and correct entries in conformity with
GAAP and all requirements of law are made of all dealings and transactions in
relation to its business and activities. The Borrower will, and will cause each
of the Subsidiaries to, permit any representatives designated by the Agent or
the Required Lenders to visit and inspect the financial records and the
properties of the Borrower or any Subsidiary at reasonable times and as often as
reasonably requested, and to make extracts from and copies of such financial
records, and permit any representatives designated by the Agent or the Required
Lenders to discuss the affairs, finances and condition of the Borrower or any
Subsidiary with the officers thereof and independent accountants therefor (with
representatives of the Borrower present unless an Event of Default or Default
has occurred and is continuing).
SECTION 5.08. Use of Proceeds. The Borrower will use the proceeds of the
---------------
Loans and request the issuance of Letters of Credit only for the purposes set
forth in Section 3.13.
SECTION 5.09. Interest Rate Protection Agreements. Within 120 days after the
-----------------------------------
Closing Date, the Borrower will enter into and thereafter maintain in full force
and effect Interest Rate Protection Agreements at rates and on terms reasonably
satisfactory to the Agent, the effect of which shall be to fix or limit the
interest that would be payable in connection with Loans (whether or not such
Loans are then outstanding) in the principal amount of not less than $30,000,000
for a period expiring no earlier than the third anniversary of the Closing Date.
The Borrower will promptly deliver evidence of the execution and delivery of
such Interest Rate Protection Agreements to the Agent.
SECTION 5.10. Fiscal Year. The Borrower will, and will cause each Subsidiary
-----------
to, cause its fiscal year to end on March 31 in each year.
SECTION 5.11. Compliance with Environmental Laws; Preparation of
--------------------------------------------------
Environmental Reports. (a) The Borrower will, and will cause each Subsidiary
- ---------------------
to, and the Parent will, comply, and use its best efforts to cause all lessees
and other persons occupying the properties owned or leased by the Borrower and
the Subsidiaries (the "Properties") to comply, in all material respects with all
----------
Environmental Laws and Environmental Permits applicable to its operations and
Properties except to the extent that the failure to comply therewith could not
reasonably be expected to result in liability in excess of $250,000; obtain and
renew all material Environmental Permits necessary for its operations and
Properties; and conduct any Remedial Action required under, and in accordance
with, Environmental Laws,
107
<PAGE>
except to the extent that: (i) the cost of such Remedial Action could not
reasonably be expected to exceed $250,000; or (ii) the necessity of any such
Remedial Action is being contested in good faith by appropriate proceedings
timely instituted and diligently pursued and in the manner provided by
applicable law.
(b) If a Default or Event of Default caused by reason of a breach of Section
3.17 or 5.11(a) shall have occurred and be continuing, or if the laws of the
United States or any state in which the Borrower or any of the Subsidiaries
leases or owns property provide that a Lien upon the property of the Borrower or
any of the Subsidiaries may be obtained for the removal of Hazardous Materials
which have been released, at the request of the Required Lenders through the
Agent, the Borrower will provide to the Lenders within 45 days after such
request, at the expense of the Borrower, an environmental site assessment report
for the Properties which are the subject of such Default or Event of Default
prepared by an environmental consulting firm acceptable to the Agent and
indicating the presence or absence of Hazardous Materials and the estimated cost
of any compliance or Remedial Action in connection with such Properties. To the
extent any such Hazardous Materials are located therein or thereunder that
either (i) subjects the property to Lien or (ii) requires removal to safeguard
the health of any person, the Borrower shall, and shall cause each of the
Subsidiaries to, remove, or cause to be removed, such Lien and such Hazardous
Materials at the Borrower's expense. The Borrower acknowledges and agrees that
if the Borrower fails to perform its obligations under this Section 5.11(b), the
Agent shall have the right to do so for the Borrower and the Subsidiaries. The
Borrower further acknowledges and agrees that if the Borrower or any Subsidiary
fails to cooperate (e.g., by allowing access to any premises or permitting the
----
drilling of core samples, etc.), the Agent and the Lenders will not have an
adequate remedy at law.
SECTION 5.12. Further Assurances. (a) The Borrower will, and will cause each
------------------
Subsidiary to, and the Parent will, execute any and all further documents,
financing statements, agreements and instruments, and take all further action
(including filing Uniform Commercial Code and other financing statements,
mortgages and deeds of trust) that may be required under applicable law, or that
the Required Lenders or the Agent may reasonably request, in order to effectuate
the transactions contemplated by the Loan Documents and in order to grant,
maintain, preserve, protect and perfect the validity and first priority (except
as such priority may be affected by the Liens permitted under Section 6.02) of
the security interests created or intended to be created by the Collateral
Documents. The Borrower will cause any subsequently acquired or organized
Domestic Subsidiary to execute a Guarantee Agreement, Indemnity Subrogation and
Contribution Agreement, Intercompany Note and each applicable Collateral
Document in favor of the Agent; provided that the foregoing shall not be
--------
108
<PAGE>
deemed to imply that any such acquisition or organization of a Subsidiary is
permitted under this Agreement. In addition, from time to time, the Borrower
will, and will cause each Domestic Subsidiary to, at its cost and expense,
promptly secure the Obligations by pledging or creating, or causing to be
pledged or created, perfected security interests with respect to such of its
assets and properties as the Agent or the Required Lenders shall designate (it
being understood that it is the intent of the parties that the Obligations shall
be secured by, among other things, substantially all the assets of the Borrower
and the Domestic Subsidiaries (including real and other properties owned or
leased on the Closing Date or acquired subsequent to the Closing Date and
including 100% of the capital stock of each Subsidiary, except that in the case
of the pledge of the capital stock of any Foreign Subsidiary, such pledge shall
be limited to 65% of the capital stock of such Foreign Subsidiary to the extent,
and for so long as, the pledge of any greater percentage would have adverse tax
consequences for the Borrower). Such security interests and Liens will be
created under the Collateral Documents and other security agreements, mortgages,
deeds of trust and other instruments and documents in form and substance
satisfactory to the Agent, and the Borrower shall deliver or cause to be
delivered to the Lenders all such instruments and documents (including legal
opinions, title insurance policies, surveys and lien searches) as the Agent
shall reasonably request to evidence compliance with this Section 5.12. The
Borrower agrees to provide such evidence as the Agent shall reasonably request
as to the perfection and priority status of each such security interest and
Lien.
(b) The Borrower shall use its reasonable best efforts to deliver, within 120
days after the Closing Date, counterparts of the leasehold Mortgage on the
Borrower's Atlanta, Georgia headquarters, duly executed by the Borrower, and
such documents relating to the Mortgaged Property as may be requested by the
Agent, including a mortgage note in form satisfactory to the Agent and a policy
or policies of title insurance from a title company acceptable to the Agent,
together with such coinsurance and reinsurance as may be requested by the Agent,
insuring the Mortgage as a valid first lien on the Mortgaged Property, free of
Liens (other than Liens permitted by Section 6.02) or other exceptions to title
not approved and accepted by the Agent, and such landlord waivers, subordination
agreements, estoppel certificates and other customary mortgage closing documents
as shall be reasonably requested by the Agent. In the event the Borrower shall
not have obtained the landlord consent necessary to deliver such Mortgage within
such period, the Borrower shall continue to use its reasonable best efforts to
obtain such consent and to comply with the foregoing.
SECTION 5.13. Permitted Drop Down Transaction. The Borrower will use its
-------------------------------
reasonable best efforts to implement the
109
<PAGE>
Permitted Drop Down Transaction by December 31, 1996. The Borrower shall not be
relieved of its obligations pursuant to this Section 5.13 because of any tax
liabilities, contingent or otherwise, that may arise in connection with the
Permitted Drop Down Transaction. However, if the Permitted Drop Down
Transaction has not been consummated solely because the Agent, through no fault
of the Borrower, has not been satisfied that the U.S. Government Department of
Defense is willing to enter into a novation agreement with FATS and the Drop
Down Subsidiary with respect to any Material Contracts for which such novation
is necessary or desirable, then the failure to consummate the Permitted Drop
Down Transaction until the Agent shall have become so satisfied shall not be
deemed to constitute a failure of the Borrower to comply with this Section 5.13.
ARTICLE VI
NEGATIVE COVENANTS
The Borrower covenants and agrees with each Lender that so long as this
Agreement shall remain in effect or any Obligations shall be unpaid, and until
the Commitments have been terminated and the Loans, together with interest, Fees
and all other Obligations have been paid in full, all Letters of Credit have
been cancelled or have expired and all amounts drawn thereunder have been
reimbursed in full, unless the Required Lenders shall otherwise consent in
writing:
SECTION 6.01. Indebtedness. The Borrower will not, and will not cause or
------------
permit any of the Subsidiaries to, incur, create, issue, assume or permit to
exist any Indebtedness or Preferred Stock, except:
(a) Indebtedness existing on the Closing Date, to the extent set forth on
Schedule 6.01 (but not any extension, renewal or refinancing thereof);
(b) Indebtedness represented by the Loan Documents (other than the
Intercompany Notes);
(c) (i) Interest Rate Protection Agreements required pursuant to, and
entered into in accordance with, Section 5.09 and (ii) foreign currency exchange
agreements reasonably satisfactory to the Agent entered into in order to hedge
currency exchange rate risk and not for speculation;
(d) Permitted Senior Subordinated Notes in an aggregate principal amount of
up to $40,000,000; provided that (i) within three Business Days after the
--------
occurrence of the Exchange Event, the Borrower shall exchange
110
<PAGE>
(A) $10,000,000 aggregate principal amount of Permitted Senior Subordinated
Notes for Permitted Senior Preferred Stock having an equal aggregate liquidation
preference and (B) $5,000,000 aggregate principal amount of Permitted Senior
Subordinated Notes for Permitted Junior Preferred Stock having an equal
aggregate liquidation preference, (ii) after such three Business Days after the
occurrence of the Exchange Event, no more than $25,000,000 aggregate principal
amount of Permitted Senior Subordinated Notes shall be permitted and (iii) the
weighted average interest and dividend rate of the Permitted Senior Subordinated
Notes and any Permitted Senior Preferred Stock and Refinancing Securities shall
be no greater than 13.00% per annum of the principal amount and/or liquidation
preference thereof;
(e) $10,000,000 aggregate liquidation preference of Permitted Senior Preferred
Stock issued pursuant to the Equity Exchange Agreement in exchange for Permitted
Senior Subordinated Notes in an equal principal amount; provided that (i) such
--------
liquidation preference may be increased by the amount of accrued and unpaid
dividends thereon and (ii) the weighted average dividend and interest rate of
the Permitted Senior Preferred Stock and any Permitted Senior Subordinated Notes
and Refinancing Securities shall be no greater than 13.00% per annum of the
liquidation preference and/or principal amount thereof;
(f) $5,000,000 aggregate liquidation preference of Permitted Junior Preferred
Stock issued pursuant to the Equity Exchange Agreement in exchange for Permitted
Senior Subordinated Notes in an equal principal amount; provided that (i) such
--------
liquidation preference may be increased by the amount of accrued and unpaid
dividends thereon and (ii) the terms and conditions applicable to the Permitted
Junior Preferred Stock shall provide that (A) no dividends shall be payable
thereon (except in shares of Common Stock) until the Commitments have been
terminated, all Letters of Credit have been cancelled or expired and all amounts
thereunder have been reimbursed in full and the Loans, together with interest,
Fees and all other Obligations, have been paid in full, and (B) shall provide
for conversion into Common Stock (but not common stock of the Drop Down
Subsidiary) at the option of the holders exercisable within 18 months after the
Closing at a conversion price equal to the original purchase price of the shares
of Common Stock acquired from FATS by the Buyers;
(g) up to $100,000,000 aggregate principal amount and/or liquidation
preference of Refinancing Securities issued solely in a Refinancing Mandatory
Prepayment Event; provided that (i) such liquidation preference may be
--------
111
<PAGE>
increased by the amount of accrued and unpaid dividends thereon and (ii) the
issuance of such Refinancing Securities (together with any concurrent offering
of Common Stock) shall result in Net Cash Proceeds of at least $35,000,000 and
(iii) if the issuance of such Refinancing Securities (together with any
concurrent offering of Common Stock) results in Net Cash Proceeds of less than
$65,000,000, at least $10,000,000 of such Net Cash Proceeds shall be from
Refinancing Securities consisting of Preferred Stock (other than Disqualified
Stock) and/or from Common Stock; and provided further that the Net Cash Proceeds
-------- -------
of such transaction are applied as required by Section 2.11(e) and allocated as
provided by Section 2.11(g);
(h) Capital Lease Obligations for office equipment in an aggregate amount up
to $5,000,000 outstanding at any time; provided that none of the agreements
--------
relating thereto shall contain any change of control or similar provision;
(i) Indebtedness represented by the Intercompany Notes, to the extent
permitted by Section 6.04(a)(ii);
(j) other unsecured Indebtedness in an aggregate principal amount of up to
$5,000,000 outstanding at any time; and
(k) Indebtedness consisting of the obligation to reimburse the issuer of any
bid bond, performance bond or other instrument of a like nature and purpose
incurred in the ordinary course of business up to $500,000 in the aggregate
outstanding at any time.
SECTION 6.02. Negative Pledge. The Borrower will not, and will not cause or
---------------
permit any of the Subsidiaries to, create, incur, assume or permit to exist any
Lien on any property or assets (including stock or other securities of any
Subsidiary or other person) now owned or hereafter acquired by it or on any
income or revenues or rights in respect of any thereof, except:
(a) Liens existing on the Closing Date, to the extent set forth on Schedule
6.02, provided that such Liens secure only those obligations which they secure
on the Closing Date;
(b) Liens in favor of the Agent on behalf of the Secured Parties created by
the Collateral Documents;
(c) Liens for taxes not yet due or which are being contested in compliance
with Section 5.03;
112
<PAGE>
(d) carriers', warehousemen's, mechanic's, materialmen's, repairmen's or
other like Liens arising in the ordinary course of business and securing
obligations that are not due or which are being contested in compliance with
Section 5.03;
(e) pledges and deposits made in the ordinary course of business in
compliance with workmen's compensation, unemployment insurance and other social
security laws or regulations;
(f) trade contracts (other than for Indebtedness), leases (other than
Capital Lease Obligations), and other obligations of a like nature incurred in
the ordinary course of business;
(g) zoning restrictions, easements, rights-of-way, restrictions on use of
real property and other similar encumbrances incurred in the ordinary course of
business which, in the aggregate, are not substantial in amount and do not
materially detract from the value of the property subject thereto or interfere
with the ordinary conduct of the business of the Borrower or any of the
Subsidiaries;
(h) deposits of up to $500,000 in the aggregate outstanding at any time to
secure any obligations permitted by Section 6.01(k);
(i) Liens constituting the interest of any lessor of property subject to
Capital Lease Obligations permitted by Section 6.01(h); provided that such Liens
--------
do not extend to any other property; and
(j) Liens arising by operation of law held by any Wholly Owned Subsidiary
which is a Foreign Subsidiary securing accounts payable by the Borrower to such
Foreign Subsidiary for finished products acquired by the Borrower from such
Foreign Subsidiary in transactions contemplated by, and subject to the
limitations set forth in, clause (iv) of Section 6.04(a); provided that (i) such
--------
Liens securing accounts payable for finished products do not extend to any
property other than such finished products, (ii) all such Foreign Subsidiaries
shall have executed and delivered to the Agent an Acknowledgement of
Subordination substantially in the form of Exhibit R, (iii) the payment of all
accounts payable by the Borrower to any such Foreign Subsidiary shall be
subordinate to the payment in full of all the Obligations and (iv) any such
Liens shall have a second priority lien status to the liens and other claims
created under the Collateral Documents for the benefit of the Agent and the
other Secured Parties.
113
<PAGE>
SECTION 6.03. Sale and Lease-Back Transactions. The Borrower will not, and
--------------------------------
will not cause or permit any of the Subsidiaries to, enter into any arrangement,
directly or indirectly, with any person whereby it shall sell or transfer any
property, real or personal, used or useful in its business, whether now owned or
hereafter acquired, and thereafter rent or lease such property or other property
which it intends to use for substantially the same purpose or purposes as the
property being sold or transferred.
SECTION 6.04. Investments, Loans and Advances. (a) The Borrower will not,
-------------------------------
and will not cause or permit any of the Subsidiaries to, purchase, hold or
acquire any Capital Stock, evidences of indebtedness or other securities of,
make or permit to exist any loans, extensions of credit or advances to, maintain
any Deposit Account or make or permit to exist any other investment, capital
contribution or other interest in, any other person, except:
(i) investments existing on the Closing Date, to the extent set forth on
Schedule 6.04, by the Borrower in Wholly Owned Subsidiaries;
(ii) loans and advances made after the Closing Date by the Borrower to
Wholly Owned Subsidiaries; provided that (A) any such loan or advance is
--------
evidenced by an Intercompany Note pledged and delivered to the Agent on behalf
of the Secured Parties pursuant to the Security Agreement, (B) any such loan
or advance to any Wholly Owned Subsidiary shall be permitted only so long as
such person remains a Wholly Owned Subsidiary and (C) the aggregate principal
amount outstanding at any time of loans and advances (excluding investments
under clauses (iii) and (iv) of this Section 6.04(a)) made by the Borrower
after the Closing Date to Foreign Subsidiaries shall not exceed $1,000,000;
(iii) investments by the Borrower in Wholly Owned Subsidiaries which
are Foreign Subsidiaries; provided that (A) such investments consist of
--------
receivables for inventory transferred to such Foreign Subsidiaries in the
ordinary course of business for resale to customers of such Foreign
Subsidiaries, (B) the aggregate principal amount of such receivables
outstanding at any time shall not exceed $5,000,000, (C) any such receivable
shall be discharged, released or cancelled only to the extent that the
Borrower has received payment of the amount due from the applicable Foreign
Subsidiary, (D) the Borrower shall receive payment of a corresponding portion
of any such receivable for any goods transferred to any Foreign Subsidiary
within 10 Business Days after receipt by such Foreign Subsidiary of payment
from its customer for such goods and (E) the
114
<PAGE>
original amount of any such receivable is based on the Borrower's reasonable,
good faith estimate of the amount that would be paid in an arms-length
transaction with an independent, unrelated third party;
(iv) investments by the Borrower in Wholly Owned Subsidiaries which are
Foreign Subsidiaries; provided that (A) such investments consist of receivables
--------
for parts transferred to such Foreign Subsidiaries in the ordinary course of
business for use in manufacturing and assembly by such Foreign Subsidiaries, (B)
the aggregate principal amount of such receivables to any Foreign Subsidiary
outstanding at any time is less than the aggregate principal amount of accounts
payable by the Borrower to such Foreign Subsidiary for finished products
acquired by the Borrower in the ordinary course of business, (C) the amount of
any such receivable or payable is based on the Borrower's reasonable, good faith
estimate of the amount that would be paid in an arms'-length transaction with an
independent, unrelated third party and (D) all such Foreign Subsidiaries shall
have executed and delivered to the Agent an Acknowledgement of Subordination
substantially in the form of Exhibit R;
(v) Cash Equivalents, so long as no Event of Default has occurred and is
continuing;
(vi) (A) trade accounts receivable (and related notes and instruments) arising
in the ordinary course of business consistent with past practices and (B) notes
receivable in the aggregate principal amount of up to $250,000 outstanding at
any time constituting seller financing for sales made by the Borrower and the
Subsidiaries in the ordinary course of business consistent with past practices,
provided that any such notes shall be pledged to the Agent on behalf of the
- --------
Secured Parties pursuant to the Security Agreement;
(vii) advances to employees for moving and travel expenses in the ordinary
course of business consistent with past practices; and
(viii) investments in Domestic Subsidiaries organized or acquired after the
Closing Date; provided that (A) more than 50% of the aggregate ordinary voting
--------
power and more than 50% of the ownership interests of any such Subsidiary are
owned, directly or indirectly, by the Borrower, (B) all Capital Stock of any
such Subsidiary owned, directly or indirectly, by the Borrower shall be pledged
to the Agent on behalf of the Secured Parties pursuant to the Security Agreement
and (C) such investments
115
<PAGE>
shall be made solely with the proceeds of Qualifying Capital Contributions.
(b) Upon and after the consummation of the Permitted Drop Down Transaction,
the Borrower shall not issue, sell, transfer, lease or otherwise dispose of any
of its common stock to, or accept any capital contribution from, any person,
other than the Parent or permit to exist any rights, warrants or options
exercisable for, or any securities exchangeable for or convertible into, any
shares of common stock of the Borrower; provided, that any such issuance to, or
--------
contribution by, the Parent shall be permitted only if (i) the Parent shall
receive no consideration therefor (other than additional shares of common stock
of the Borrower which are immediately pledged to the Agent pursuant to the
Parent Pledge Agreement for the benefit of the Secured Parties), (ii) the Net
Cash Proceeds of such capital contribution (other than a Qualifying Capital
Contribution) are applied as required by Section 2.11(e) and (iii) the Net Cash
Proceeds of any Qualifying Capital Contribution shall not be used, directly or
indirectly, to repay any Indebtedness (other than Obligations) or to redeem or
repurchase any Preferred Stock.
SECTION 6.05. Mergers, Acquisitions and Other Transactions. (a) The
--------------------------------------------
Borrower will not, and will not cause or permit any of the Subsidiaries to, (i)
merge into or consolidate with any other person, (ii) permit any other person to
merge into or consolidate with it, (iii) sell, transfer, lease or otherwise
dispose of (in one transaction or in a series of transactions) all or any part
of its assets (whether now owned or hereafter acquired) or (iv) issue, sell,
transfer, lease or otherwise dispose of any Capital Stock of any Subsidiary to,
or permit any Subsidiary to accept any capital contribution from, any person,
except that:
(A) the Borrower and any of the Subsidiaries may sell inventory in the
ordinary course of business for fair value and on an arms-length basis;
(B) the Borrower and any of the Subsidiaries may sell damaged, worn
out or obsolete tangible assets in the ordinary course of business and in a
commercially reasonable manner, so long as the Net Cash Proceeds of any such
disposition are applied as required by Section 2.11(e);
(C) the foregoing shall not be deemed violated by any Casualty or
Condemnation affecting assets of the Borrower or any Subsidiary, so long as
the Net Cash Proceeds thereof are applied as required by Section 2.11(e);
(D) the Borrower or any Subsidiary may liquidate Cash Equivalents for
its account;
116
<PAGE>
(E) the Borrower may enter into and consummate the Permitted Drop Down
Transaction;
(F) the Borrower and any of the Subsidiaries may sell assets to any other
person to the extent that the aggregate Net Cash Proceeds from such sale to
such person do not exceed $150,000, so long as (I) the fair market value of
all property disposed of pursuant to this clause (F) does not exceed $500,000
in the aggregate in any fiscal year, (II) such sale is made for cash at no
less than fair market value and (III) the Net Cash Proceeds of any such
disposition are applied as required by Section 2.11(e);
(G) the Borrower or any of the Subsidiaries may transfer assets consisting of
plant, property and equipment (in accordance with GAAP) to the Borrower or any
Wholly Owned Subsidiary which is a Domestic Subsidiary, provided that (I) the
--------
Borrower and such Domestic Subsidiary have complied with all applicable
provisions of Section 5.12 and (II) the fair market value of all property
disposed of by the Borrower pursuant to this clause (G) does not exceed $500,000
in the aggregate in any fiscal year; and
(H) the Borrower or any of the Subsidiaries may (I) transfer inventory to
Foreign Subsidiaries in the ordinary course of business for resale to
customers of such Foreign Subsidiaries as contemplated by, and subject to the
limitations set forth in, clause (iii) of Section 6.04(a) and (II) transfer
parts to Foreign Subsidiaries in the ordinary course of business for use in
manufacturing and assembly by such Foreign Subsidiaries as contemplated by,
and subject to the limitations set forth in, clause (iv) of Section 6.04(a).
(b) The Borrower will not, and will not cause or permit any of the
Subsidiaries to, purchase, lease or otherwise acquire (in one transaction or a
series of transactions) all or any substantial part of the assets of any other
person, except that (i) the Borrower and any of the Subsidiaries may purchase
inventory in the ordinary course of business and (ii) the Drop Down Subsidiary
may enter into and consummate the Permitted Drop Down Transaction.
SECTION 6.06. Dividends, Distributions and Other Restricted Payments. The
------------------------------------------------------
Borrower will not, and will not cause or permit any of the Subsidiaries to, (a)
declare or pay, directly or indirectly, any dividend or make any other
distribution (by reduction of capital or otherwise and including any tax sharing
or indemnification payments), whether in cash, property, securities or a
combination thereof, with respect to any Capital Stock of the Borrower or any of
the Subsidiaries, (b) directly or indirectly redeem, purchase, retire or
otherwise
117
<PAGE>
acquire for value, any Capital Stock of the Borrower or any of the Subsidiaries
(including the Permitted Senior Preferred Stock, the Permitted Junior Preferred
Stock and the Warrants), whether such acquisition is made at the option of the
Borrower or such Subsidiary or at the option of the holder of such Capital Stock
and whether or not such acquisition is required under the terms and conditions
applicable to such Capital Stock or set aside any amount for any such purpose,
including any payment in cash and/or securities pursuant to the Contingent
Purchase Price Rights, (c) release, cancel, compromise or forgive in whole or in
part the Indebtedness evidenced by the Intercompany Notes or (d) directly or
indirectly redeem, purchase, prepay, retire, defease or otherwise acquire for
value any Indebtedness (other than Obligations), whether such acquisition is
made at the option of the Borrower or such Subsidiary or at the option of the
holder of such Indebtedness and whether or not such acquisition is required
under the terms and conditions applicable to such Indebtedness, or set aside any
amount for any such purpose; provided, however, that:
-------- -------
(i) any Subsidiary may declare and pay dividends or make other distributions
directly or indirectly to the Borrower;
(ii) the Borrower may cause the exchange of Permitted Senior Subordinated
Notes for Permitted Senior Preferred Stock and Permitted Junior Preferred Stock
as contemplated by Sections 6.01(e) and (f);
(iii) the Borrower may cause the refinancing of Permitted Senior
Subordinated Notes, Permitted Senior Preferred Stock and/or Permitted Junior
Preferred Stock in a Refinancing Mandatory Prepayment Event as contemplated by
Section 6.01(g);
(iv) the Borrower may prepay the Permitted Senior Subordinated Notes and
redeem the Permitted Senior Preferred Stock, in accordance with the terms
thereof as in effect on the Closing Date, on a pro rata basis (according to the
aggregate principal amount of the outstanding Permitted Senior Subordinated
Notes and aggregate liquidation preference of the outstanding Permitted Senior
Preferred Stock) with the Net Cash Proceeds of any Prepayment Event (other than
a Refinancing Mandatory Prepayment Event), but only to the extent that such Net
Cash Proceeds are not required pursuant to Section 2.11(e) to be applied to the
prepayment of outstanding Loans and/or to the provision of cash collateral in
respect of the Letter of Credit Exposure;
(v) the Borrower may declare and pay accrued regular cash dividends on the
Permitted Senior Preferred Stock in
118
<PAGE>
accordance with the terms thereof as in effect on the Closing Date and on any
Refinancing Securities consisting of Preferred Stock; provided that (A) such
--------
dividends shall not exceed 14.00% per annum of the liquidation preference
thereof, (B) the weighted average dividend and interest rate of the Permitted
Senior Preferred Stock and any Permitted Senior Subordinated Notes and
Refinancing Securities shall be no greater than 13.00% per annum of the
liquidation preference and/or principal amount thereof and (C) the Borrower
shall not declare or pay any such dividends during a Payment Default Blockage
Period or a Covenant Default Blockage Period;
(vi) the Borrower and the Subsidiaries may repay the principal of any
Indebtedness (other than the Permitted Senior Subordinated Notes and the
Refinancing Securities) in accordance with the scheduled amortization thereof;
(vii) so long as no Default or Event of Default shall have occurred and be
continuing or would occur after giving effect thereto, the Borrower may make
repurchases of (or pay dividends to the Parent solely to fund repurchases of)
Common Stock from any employee of the Borrower upon the termination of the
employment of such employee; provided that the aggregate amount paid directly or
--------
indirectly by the Borrower for all such repurchases from employees (net of all
payments received or accrued by the Borrower from employees upon the exercise of
employee stock options) shall not exceed $100,000;
(viii) FATS may issue shares of Common Stock upon conversion of the Permitted
Junior Preferred Stock pursuant to the terms thereof as in effect on the Closing
Date, so long as all such shares of Common Stock are (unless the Permitted Drop
Down Transaction shall have been consummated) pledged to the Agent on behalf of
the Secured Parties pursuant to the Buyer Pledge Agreement (in the case of any
such shares issued to the Permitted Investors and their Affiliates), the Seller
Pledge Agreement (in the case of any such shares issued to the Seller and its
Affiliates) or an Additional Pledge Agreement (in the case of any such shares
issued to any other person);
(ix) on the Closing Date, the Borrower may pay the Cash Redemption Price in
cash to the Seller in accordance with the Recapitalization Agreement; and
(x) FATS may satisfy all or any portion of the contingent payment due under
the Contingent Purchase Price Rights as in effect on the Closing Date solely by
issuing shares of Common Stock, so long as all such shares of Common Stock are
(unless the Termination and Release
119
<PAGE>
Conditions have been satisfied) pledged to the Agent on behalf of the Lenders
pursuant to the Seller Pledge Agreement (in the case of any such shares issued
to the Seller and its Affiliates) or an Additional Pledge Agreement (in the case
of any such shares issued to any other person).
SECTION 6.07. Impairment of Security Interests. The Borrower will not, and
--------------------------------
will not permit any of the Subsidiaries to, take or omit to take any action,
which action or omission might or would have the result of materially impairing
the security interests in favor of the Agent on behalf of the Secured Parties
with respect to the Collateral, and the Borrower will not, and will not permit
any of the Subsidiaries to, grant to any person (other than the Agent on behalf
of the Secured Parties pursuant to the Loan Documents) any interest whatsoever
in the Collateral, except for Liens permitted under Section 6.02.
SECTION 6.08. Limitation on Restrictions on Subsidiary Dividends, etc. The
-------------------------------------------------------
Borrower will not, and will not cause or permit any of the Subsidiaries to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction or any restriction in its
articles of incorporation, bylaws or comparable governing instruments on the
ability of any Subsidiary to (a) pay dividends or make any other distributions
on or in respect of its Capital Stock, or pay any indebtedness owed to the
Borrower or any Subsidiary, (b) make loans or advances to the Borrower or any
Subsidiary or (c) transfer any of its properties or assets to the Borrower or
any Subsidiary, except for such encumbrances or restrictions existing under or
by reason of (i) customary non-assignment provisions in any lease governing a
leasehold interest, (ii) this Agreement and the Collateral Documents and (iii)
transfer restrictions imposed by Capital Lease Obligations permitted under
Section 6.01(a) or (h) relating solely to the assets leased under such Capital
Lease Obligations.
SECTION 6.09. No Other Negative Pledges. The Borrower will not, and will not
-------------------------
cause or permit any of the Subsidiaries to, directly or indirectly, enter into
any agreement prohibiting the creation or assumption of any Lien upon the
properties or assets of the Borrower or any Subsidiary, whether now owned or
hereafter acquired, or requiring an obligation to be secured if some other
obligation is secured, except for this Agreement, the Securities Purchase
Agreement and the note indenture or other instruments setting forth the rights
of any Refinancing Securities consisting of Indebtedness.
SECTION 6.10. Transactions with Affiliates. (a) The Borrower will not, and
----------------------------
will not cause or permit any of the Subsidiaries to, sell or transfer any
property or assets to, or purchase or acquire any property or assets from, or
otherwise
120
<PAGE>
enter into or maintain any other transactions with, (i) the Sponsor, (ii) the
Seller or (iii) any Affiliate of the Borrower, the Sponsor or the Seller, except
that so long as no Default or Event of Default shall have occurred and be
continuing, the Borrower or any Subsidiary may enter into any of the foregoing
transactions (other than any management, employment, consulting or similar
agreement or arrangement with such persons or any members of their families) in
the ordinary course of business at prices and on terms and conditions that are
(i) set forth in writing and (ii) as favorable to the Borrower or such
Subsidiary as would be obtainable at the time in a comparable transaction on an
arm's-length basis from an independent, unrelated third party. The provisions of
this Section 6.10(a) shall not prohibit (A) any payment expressly permitted
under Section 6.04 or 6.06, (B) any transaction entered into and maintained
among the Borrower and any Wholly Owned Subsidiaries or among Wholly Owned
Subsidiaries, (C) payment of compensation to employees in the ordinary course of
business and grants of stock options to employees and directors in the ordinary
course of business, (D) the payment of fees to the members of the board of
directors of FATS of up to $20,000 per director per year, (E) reimbursement of
reasonable out-of-pocket expenses of Centre Partners Management LLC, (F) the
conversion of the Permitted Junior Preferred Stock into Common Stock in
accordance with the terms thereof, (G) the execution, delivery and performance
by FATS of the Seller Registration Rights Agreement, the Buyer Registration
Rights Agreement and the Shareholders Agreement and any other agreement listed
on Schedule 3.20 and (H) reimbursement by the Borrower of the Seller's appraisal
expenses pursuant to Section 1(c)(H) of the Recapitalization Agreement.
(b) The Borrower will not, and will not cause or permit any of the
Subsidiaries to, enter into any management, employment, consulting, advisory or
similar agreement or arrangement with, or otherwise pay any professional,
consulting, management or similar fees to or for the benefit of any of (i) the
Sponsor, (ii) the Seller, (iii) any Affiliate of the Borrower, the Sponsor or
the Seller, (iv) any director or other member of the current or former senior
management of (A) the Borrower, the Sponsor or the Seller or (B) any Affiliate
of the Borrower, the Sponsor or Seller or (v) any member of the family of any
such individual, except for payments permitted under clause (D) or (E) of
Section 6.10(a).
SECTION 6.11. Nature of Business. (a) The Borrower will not, and will not
------------------
cause or permit any of the Subsidiaries to, engage at any time in any business
or business activity other than the business conducted by it on the Closing Date
(after giving effect to the Recapitalization) and business activities reasonably
incidental thereto. The Borrower will not permit the Drop Down Subsidiary to
engage in any business or activity prior to engaging in the Permitted Drop Down
Transaction.
121
<PAGE>
(b) The Parent will not engage in any activity (including any merger,
consolidation or sale of assets), issue any securities, incur any Indebtedness,
incur any other material liability or create or permit to exist any Lien on its
assets, other than the ownership of the common stock of the Drop Down Subsidiary
and related de minimis activities incidental thereto. Notwithstanding the
foregoing sentence, the Parent may, so long as any such action is not prohibited
by any other applicable provision of this Agreement, (i) engage in any activity
incidental to the maintenance of the corporate existence of the Parent and
compliance with applicable law, (ii) enter into and perform the obligations of
the Parent under the Parent Guarantee Agreement, the Parent Pledge Agreement
and, subject to the subordination provisions thereof, the Parent Bridge Notes
Guarantee Agreement, (iii) enter into (or issue, as applicable), perform the
obligations of the Parent under and exercise the rights of the Parent under (A)
stock options exercisable for Common Stock granted to employees of the Borrower
and directors of the Borrower or the Parent and other customary participants or
an employee stock option plan established for the benefit of employees of the
Borrower and directors of the Borrower or the Parent and other customary
participants, (B) the Warrants, (C) the Shareholders Agreement, (D) the
Recapitalization Agreement and (E) the Seller Registration Rights Agreement, the
Buyer Registration Rights Agreement and the Securities Registration Rights
Agreement, (iv) issue additional shares of the Common Stock or receive any
capital contribution, so long as 100% of the net cash proceeds, if any, of any
such issuance or contribution are contributed by the Parent to the capital of
the Borrower, (v) engage in the Permitted Drop Down Transaction and administer
on behalf of the Borrower, pursuant to an agency agreement satisfactory to the
Agent and the Required Lenders (which shall be assigned to the Agent on behalf
of the Secured Parties), any nontransferable assets which remain owned by the
Parent after consummation of the Permitted Drop Down Transaction and (vi) remain
obligated to issue Common Stock upon conversion of the Permitted Junior
Preferred Stock.
SECTION 6.12. Sales of Receivables. The Borrower will not, and will not
--------------------
cause or permit any of the Subsidiaries to, sell with recourse, discount or
otherwise sell or dispose of its notes or accounts receivable.
SECTION 6.13. Certain Amendments. FATS will not, and will not cause or
------------------
permit any of its subsidiaries to, enter into any amendment, modification or
waiver that is adverse in any respect to the Lenders to (a) the Certificate of
Incorporation, By-laws or comparable governing instruments of FATS or any of its
subsidiaries, (b) the Recapitalization Agreement, Shareholders Agreement, Seller
Registration Rights Agreement, Buyer Registration Rights Agreement and Escrow
Agreement as in effect on the Closing Date or (c) the Note Documents or any
other
122
<PAGE>
documents establishing and setting forth the rights and terms of (i) the
Permitted Senior Subordinated Notes, the Permitted Senior Preferred Stock, the
Permitted Junior Preferred Stock, the Warrants or the holders thereof as in
effect on the Closing Date or (ii) the Refinancing Securities or the holders
thereof as in effect upon the issuance thereof. The Borrower will promptly
provide the Lenders with copies of all proposed amendments to the foregoing
documents and instruments. Notwithstanding the foregoing provisions of this
Section 6.13: (I) the interest rate and/or the dividend rate on Permitted Senior
Subordinated Notes, the Permitted Senior Preferred Stock and the Refinancing
Securities may be changed, so long as the weighted average interest and dividend
rate on the Refinancing Securities and remaining Permitted Senior Subordinated
Notes and Permitted Senior Preferred Stock shall be no greater than 13.00% per
annum of the principal amount and/or liquidation preference thereof, (II) the
maturity and redemption dates of the Refinancing Securities, the Permitted
Senior Subordinated Notes and the Permitted Senior Preferred Stock may be
changed, so long as, after giving effect to any such changes, the terms of the
Refinancing Securities, the Permitted Senior Subordinated Notes, the Permitted
Senior Preferred Stock and any related agreement or instrument shall not
require, prior to the first anniversary of the Tranche B Maturity Date, any
principal payment, mandatory redemption, amortization payment, sinking fund
payment or mandatory repurchase payment (whether such payment is fixed,
contingent or exercisable at the option of any holder thereof), except for
mandatory prepayment or redemption provisions no more favorable in any respect
to the holders of such securities than the corresponding mandatory prepayment
and redemption provisions of the Permitted Senior Subordinated Notes and the
Permitted Senior Preferred Stock in effect as of the Closing Date, (III) any
affirmative covenants, negative covenants, events of default, remedies or
representations and warranties for the benefit of the holders of the Permitted
Senior Subordinated Notes, the Permitted Junior Preferred Stock and the Warrants
may be waived or made less restrictive and (IV) the Note Documents and the
documents and instruments relating to the Refinancing Securities may be amended
in any other manner which has been approved in writing by (x) the Required
Lenders and (y) so long as the Agent or any of its Affiliates owns any Permitted
Senior Subordinated Notes, Permitted Senior Preferred Stock or Refinancing
Securities which are the subject of any such proposed amendment, by Lenders
(other than the Agent) holding a majority of the Loans, Letter of Credit
Exposure, Swingline Exposure and unused Commitments held by such other Lenders.
SECTION 6.14. Common Equivalents. (a) Until the satisfaction of the
------------------
Termination and Release Conditions, FATS will not issue any shares of Common
Stock or any interests, rights to purchase, warrants, options (including
employee stock options), participations or other equivalents of or interests in
(however
123
<PAGE>
designated) the Common Stock, other than the Warrants and the shares of Common
Stock issuable upon exercise of the Warrants in accordance with their terms (all
the foregoing (except for the Warrants and such shares of Common Stock issuable
upon exercise of the Warrants), collectively, "Common Equivalents"); provided
------------------ --------
that the Borrower may issue Common Equivalents at any time to any person, so
long as all such Common Equivalents and any securities issuable upon exercise or
conversion thereof or in exchange therefor are pledged to the Agent for the
benefit of the Secured Parties pursuant to the Buyer Pledge Agreement (in the
case of Common Equivalents issued to the Sponsor, the Buyers, any other
Permitted Investors and their Affiliates), the Seller Pledge Agreement (in the
case of Common Equivalents issued to the Seller and its Affiliates) or an
Additional Pledge Agreement (in the case of Common Equivalents issued to any
other person); provided further that in the case of any such issuance to any of
-------- -------
the Sponsor, the Buyers, any other Permitted Investors and their Affiliates, all
such persons have become party to and bound by the Junior Subordination
Agreement.
(b) FATS will not issue any Common Equivalents in connection with a
Refinancing Mandatory Prepayment Event, except in an IPO which is consummated by
December 31, 1996. The foregoing shall not prohibit FATS from (i) complying
with the provisions of clause (iii) of Section 6.01(g), so long as any shares of
Common Stock issued as contemplated by such provisions are (unless the Permitted
Drop Down Transaction shall have been consummated) pledged to the Agent on
behalf of the Secured Parties or (ii) issuing any Common Equivalents at any time
after all the Permitted Senior Subordinated Notes have been repaid and all the
Permitted Senior Preferred Stock has been redeemed.
SECTION 6.15. Capital Expenditures. The Borrower will not permit Capital
--------------------
Expenditures for any fiscal year of the Borrower to be more than the sum of (a)
$3,000,000 and (b) commencing with fiscal 1998, the excess, if any, of
$3,000,000 over the actual amount of Capital Expenditures for the immediately
preceding fiscal year of the Borrower.
SECTION 6.16. Financial Covenants. (a) Interest Coverage. The Borrower
------------------- -----------------
will not permit the ratio, for any four-fiscal-quarter period (any such period,
a "measurement period") ending on a date falling in any period set forth below
------------------
(the "applicable period"), of (i) EBITDA for such measurement period to (ii)
-----------------
Cash Interest Expense for such measurement period to be less than the ratio set
forth below for such applicable period:
124
<PAGE>
From and including To and including Ratio
------------------ ---------------- -----
July 1, 1996 December 31, 1997 1.75 to 1.00
January 1, 1998 December 31, 1998 2.10 to 1.00
January 1, 1999 December 31, 1999 2.30 to 1.00
January 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) Fixed Charge Coverage. The Borrower will not permit the ratio, for any
---------------------
four-fiscal-quarter period (any such period, a "measurement period") ending on a
------------------
date falling in any period set forth below (the "applicable period"), of (i) (A)
-----------------
EBITDA for such measurement period, less (B) Cash Capital Expenditures for such
measurement period to (ii) the sum of (A) Cash Interest Expense for such
measurement period, (B) Scheduled Principal Payments for such measurement period
and (C) Cash Preferred Dividends for such measurement period to be less than the
ratio set forth below for such applicable period:
From and including To and including Ratio
------------------ ---------------- -----
July 1, 1996 December 31, 1996 1.25 to 1.00
January 1, 1997 December 31, 1997 1.30 to 1.00
January 1, 1998 December 31, 1999 1.35 to 1.00
January 1, 2000 December 31, 2000 1.40 to 1.00
January 1, 2001 June 30, 2003 1.50 to 1.00
(c) Leverage Ratio. The Borrower will not permit the ratio, for any four-
--------------
fiscal-quarter period (any such period, a "measurement period") ending on a date
------------------
falling in any period set forth below (the "applicable period"), of (i) Total
-----------------
Debt (excluding Convertible Debt) as of the end of such measurement period to
(ii) EBITDA for such measurement period to be greater than the ratio set forth
below for such applicable period:
From and including To and including Ratio
------------------ ---------------- -----
July 1, 1996 December 31, 1996 5.40 to 1.00
January 1, 1997 December 31, 1997 4.80 to 1.00
January 1, 1998 December 31, 1998 4.00 to 1.00
January 1, 1999 December 31, 1999 3.60 to 1.00
January 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
(d) Minimum Net Worth. The Borrower will not permit Net Worth as of July
-----------------
31, 1996 (after giving effect to the Recapitalization) to be less than
$(96,000,000). In addition,
125
<PAGE>
the Borrower will not permit Net Worth as of the last day of any fiscal quarter
of the Borrower ending on a date falling in any period set forth below (an
"applicable period") to be less than the sum of (i) the Net Worth of the
- ------------------
Borrower as of July 31, 1996 (after giving effect to the Recapitalization) and
(ii) the amount set forth below opposite such applicable period:
From and including To and including Ratio
------------------ ---------------- -----
January 1, 1997 December 31, 1997 $ 1,300,000
January 1, 1998 December 31, 1998 $ 6,750,000
January 1, 1999 December 31, 1999 $13,000,000
January 1, 2000 December 31, 2000 $20,500,000
January 1, 2001 December 31, 2001 $29,750,000
January 1, 2002 December 31, 2002 $40,250,000
January 1, 2003 June 30, 2003 $53,250,000
For purposes of this Section 6.16(d) only, Net Income shall be determined
without regard to (i) clauses (d) and (e) of the proviso in the definition
thereof, (ii) the write-off by the Borrower, as a result of an issuance of
Refinancing Securities in accordance with this Agreement, of capitalized fees
related to the issuance of the Permitted Senior Subordinated Notes and (iii)
original issue discount related to the issuance of the Warrants.
(e) Refinancing Reset. Notwithstanding the foregoing provisions of this
-----------------
Section 6.16, in the event of any issuance of Refinancing Securities in
accordance with this Agreement that includes Indebtedness in an aggregate
principal amount of at least $85,000,000, the levels for the foregoing
paragraphs (a), (b), (c) and (d) shall be reset as provided in Exhibit Q upon
the consummation of such issuance.
ARTICLE VII
EVENTS OF DEFAULT
In case of the happening of any of the following events ("Events of
---------
Default"):
(a) default shall be made in the payment of any principal of any Loan or
any reimbursement obligation in respect of a Letter of Credit when and as the
same shall become due and payable, whether at the due date thereof or at a date
fixed for prepayment thereof or by acceleration thereof or otherwise;
(b) default shall be made in the payment of any interest on any Loan or any
Fee or any other amount (other than an amount referred to in paragraph (a)
above) due under
126
<PAGE>
any Loan Document, when and as the same shall become due and payable, and such
default shall continue unremedied for a period of three Business Days;
(c) default shall be made in the due observance or performance by the
Borrower or any other Loan Party of any covenant, condition or agreement
contained in Section 5.04, 5.05, 5.08, 5.09 or 5.11 or in Article VI;
(d) default shall be made in the due observance or performance by the
Borrower or any other Loan Party of (i) any covenant, condition or agreement
contained in Section 5.01, 5.02 or 5.10 and such default shall continue
unremedied for a period of five days after such default becomes known to a
Responsible Officer of the Borrower or such other Loan Party or (ii) any
covenant, condition or agreement contained herein and in any other Loan Document
(other than those specified in paragraphs (a), (b) and (c) above and in the
foregoing clause (d)(i)) and such default shall continue unremedied for a period
of 15 days after such default becomes known to a Responsible Officer of the
Borrower or such other Loan Party;
(e) any representation or warranty made or deemed made in or in connection
with any Loan Document or the extensions of credit hereunder, or any
representation, warranty, statement or information contained in any report,
certificate, financial statement or other instrument furnished in connection
with or pursuant to any Loan Document, shall prove to have been false or
misleading in any material respect when so made, deemed made or furnished;
(f) the Borrower, any Subsidiary or the Parent shall (i) fail to pay any
principal or interest, regardless of amount, due in respect of any Indebtedness
in a principal amount in excess of $500,000, when and as the same shall become
due and payable or (ii) (A) fail to observe or perform any other term, covenant,
condition or agreement contained in any agreement or instrument evidencing or
governing any such Indebtedness (other than Capital Lease Obligations permitted
under Section 6.01(a) or (h) as in effect on the Closing Date) if the effect of
any failure referred to in this clause (A) is to cause, or to permit the holder
or holders of such Indebtedness or a trustee on its or their behalf to cause,
with or without the giving of notice or the lapse of time or both, such
Indebtedness to become due prior to its stated maturity or (B) fail to observe
or perform (after expiration of all applicable notice and cure or grace periods)
any other term, covenant, condition or agreement contained in any agreement or
instrument evidencing or governing any Capital Lease Obligations permitted by
Section 6.01(a) or (h) as in effect
127
<PAGE>
(g) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed in a court of competent jurisdiction seeking (i) relief
in respect of the Borrower, any Subsidiary or the Parent, or of a substantial
part of its property or assets, under Title 11 of the United States Code, as now
constituted or hereafter amended, or any other Federal, state or foreign
bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar official for
the Borrower, any Subsidiary or the Parent, or for a substantial part of its
property or assets, or (iii) the winding-up or liquidation of the Borrower, any
Subsidiary or the Parent; and such proceeding or petition shall continue
undismissed for 60 days or an order or decree approving or ordering any of the
foregoing shall be entered;
(h) the Borrower, any Subsidiary or the Parent shall (i) voluntarily
commence any proceeding or file any petition seeking relief under Title 11 of
the United States Code, as now constituted or hereafter amended, or any other
Federal, state or foreign bankruptcy, insolvency, receivership or similar
law, (ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or the filing of any petition described in
paragraph (g) above, (iii) apply for or consent to the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar official for
such party or for a substantial part of its property or assets, (iv) file an
answer admitting the material allegations of a petition filed against it in any
such proceeding, (v) make a general assignment for the benefit of creditors,
(vi) become unable, admit in writing its inability or fail generally to pay its
debts as they become due or (vii) take any action for the purpose of effecting
any of the foregoing;
(i) one or more judgments or orders for the payment of money in an
aggregate amount in excess of $1,000,000 (excluding judgments to the extent
covered by the Escrowed Funds) shall be rendered against the Borrower, any
Subsidiary or the Parent or any combination thereof and the same shall remain
undischarged for a period of 45 days during which execution shall not be
effectively stayed, or any action shall be legally taken by a judgment creditor
to levy upon assets or properties of the Borrower, any Subsidiary or the Parent
to enforce any such judgment;
(j) (i) any person shall engage in any "prohibited transaction" (as
defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan,
(ii) any "accumulated funding deficiency" (as defined in Section 302 of ERISA),
whether or not waived, shall exist with respect to any Plan, or any Lien shall
arise on the assets of the Borrower or any Commonly Controlled Entity in favor
of the PBGC or a Plan, (iii) a Reportable Event shall occur with respect to, or
proceedings shall commence to have a trustee appointed, or a trustee shall be
appointed, to administer or to terminate, any Single Employer Plan, which
Reportable Event or commencement of proceedings or appointment of a trustee is,
in the reasonable opinion of the Required Lenders, likely to result in the
termination of such Plan for purposes of Title IV of ERISA, (iv) any Single
Employer Plan shall terminate for purposes of Title IV of ERISA (other than in a
standard termination within the meaning of Section 4041(b) of ERISA), (v) the
Borrower or any Commonly Controlled Entity shall, or in the reasonable opinion
of the Required Lenders is likely to, incur any liability in connection with a
withdrawal from, or the termination, reorganization or insolvency of (within the
meaning of such terms as used in ERISA), a Multiemployer Plan or (vi) any other
event or condition shall occur or exist with respect to a Plan; and, in each
case in clauses (i) through (vi) above, such event or condition, together with
all other such events or conditions, if any, could reasonably be expected to
result in liability of the Borrower, the Subsidiaries and the Parent in an
aggregate amount exceeding $2,000,000 or require payments by the Borrower, the
Subsidiaries and the Parent exceeding $1,000,000 in any year (excluding
liabilities to the extent covered by the Escrowed Funds);
(k) any Lien purported to be created by any Collateral Document shall
cease to be, or shall for any reason be asserted by the Borrower or any other
Loan Party not to be, a valid, perfected, first priority Lien on the securities,
properties or assets covered thereby, except as priority may be affected by
Liens permitted under Section 6.02 and except for releases of Collateral in
accordance with all applicable provisions of this Agreement and the Collateral
Documents;
(l) any Loan Document or any material provision of any Loan Document
shall be declared by any Governmental Authority to be invalid or unenforceable
in whole or in part or shall for any reason not be, or shall be asserted by the
Borrower or any other Loan Party not to be, in full force and effect and
enforceable in accordance with its terms;
(m) any adverse change in the material agreements or relationships of
the Parent, the Borrower and the Subsidiaries shall occur and such event or
condition,
128
<PAGE>
together with all other such events or conditions, if any, could, in light of
all the then existing circumstances, reasonably be expected to have a Material
Adverse Effect;
(n) any Material Intellectual Property or any material license relating
thereto shall be invalid or unenforceable in whole or in part or shall for any
reason not be in full force and effect and enforceable by the Borrower, the
Subsidiaries and the Parent or shall infringe the rights of any other person or
any other adverse change in the Material Intellectual Property rights of the
Borrower, the Subsidiaries and the Parent shall occur and such event or
condition, together with all other such events or conditions, if any, could
reasonably be expected to have a Material Adverse Effect;
(o) either (i) the Borrower, any Subsidiary or the Parent shall be liable,
whether directly, indirectly through required indemnification of any person or
otherwise, for the costs of investigation and/or remediation of any Hazardous
Material originating from or affecting property or properties, whether or not
owned, leased or operated by the Borrower, any Subsidiary or the Parent, which
liability, together with all other such liabilities, could reasonably be
expected to exceed $2,000,000 or require payments exceeding $1,000,000 in any
year (excluding liabilities and payments to the extent covered by the Escrowed
Funds) or (ii) any Federal, state, regional, local or other environmental
regulatory agency or authority shall commence an investigation or take any other
action that, individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect;
(p) (i) prior to the consummation of the Permitted Drop Down Transaction,
the shares of Common Stock pledged to the Agent on behalf of the Lenders
pursuant to the Collateral Documents shall cease to constitute a majority of the
shares of Common Stock (on a fully diluted basis) or shall cease to constitute a
majority of the Total Voting Power of FATS or (ii) after the consummation of the
Permitted Drop Down Transaction, the shares of common stock of the Drop Down
Subsidiary pledged to the Agent on behalf of the Lenders pursuant to the
Collateral Documents shall cease to constitute 100% of the shares of common
stock of the Drop Down Subsidiary (on a fully diluted basis) or shall cease to
constitute 100% of the Total Voting Power of the Drop Down Subsidiary;
(q) any Buyer shall elect to cause the Seller to make any indemnity payment
pursuant to the Recapitalization Agreement and the Escrow Agreement to the
Buyers rather than
129
<PAGE>
the Borrower, without the prior approval of the Required Lenders; or
(r) there shall occur any Change in Control;
then, and in every such event, and at any time thereafter during the continuance
of such event, the Agent may, and at the request of the Required Lenders shall,
take one or more of the following actions, at the same or different times: (i)
by notice to the Borrower terminate the Commitments and they shall immediately
terminate; (ii) by notice to the Borrower declare the Loans then outstanding to
be forthwith due and payable (in whole or, in the sole discretion of the
Required Lenders, from time to time in part, provided that any such partial
acceleration shall be made pro rata based on the outstanding principal amount of
Loans of each Class), whereupon the principal of the Loans so declared to be due
and payable, together with accrued interest thereon and any unpaid accrued Fees
and all other liabilities of the Borrower accrued hereunder or under any other
Loan Document, shall thereupon become immediately due and payable, without
presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived by the Borrower, anything contained herein or in any
other Loan Document to the contrary notwithstanding; (iii) require cash
collateral as contemplated by Section 2.21(k) in an amount not exceeding the
Letter of Credit Exposure; (iv) exercise any remedies available under the
Guarantee Agreements, the Collateral Documents or otherwise; or (v) any
combination of the foregoing; provided that in the case of (A) any of the Events
--------
of Default with respect to the Borrower described in paragraph (g) or (h) above
or (B) the Event of Default specified in paragraph (r) above, the Commitments
shall automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and any unpaid accrued Fees and all other
liabilities of the Borrower accrued hereunder or under any other Loan Document,
shall automatically become due and payable, without presentment, demand, protest
or any other notice of any kind, all of which are hereby expressly waived by the
Borrower, anything contained herein or in any other Loan Document to the
contrary notwithstanding.
ARTICLE VIII
THE AGENT, SWINGLINE LENDER AND ISSUING BANK
SECTION 8.01. Appointment and Authorization. (a) In order to expedite
-----------------------------
the transactions contemplated by this Agreement, NationsBank, N.A. (South) is
hereby appointed to act as Agent, Swingline Lender and Issuing Bank on behalf of
the Lenders. Each of the Lenders, and each subsequent holder of any Note by its
acceptance thereof, hereby irrevocably appoints and authorizes
130
<PAGE>
the Agent, Swingline Lender and the Issuing Bank to take such actions as agent
on behalf of such Lender or holder and to exercise such powers as are
specifically delegated to the Agent, Swingline Lender or the Issuing Bank, as
the case may be, by the terms and provisions hereof and of the other Loan
Documents, together with such actions and powers as are reasonably incidental
thereto.
(b) Without hereby limiting any implied authority, the Agent is hereby
expressly authorized by the Lenders to, and hereby agrees that at the direction
of the Required Lenders it shall: (i) receive on behalf of the Lenders all
payments of principal of and interest on the Loans and all other amounts due to
the Lenders hereunder, and promptly distribute to each Lender its proper share
of each payment so received; (ii) give notice on behalf of each of the Lenders
to the Borrower of any Event of Default specified in this Agreement of which the
Agent has actual knowledge acquired in connection with its agency hereunder;
(iii) give notice to the Lenders of any Event of Default specified in this
Agreement of which the Agent has actual knowledge acquired in connection with
its agency hereunder; (iv) distribute to each Lender copies of all notices,
financial statements and other materials delivered by the Borrower pursuant to
this Agreement promptly as received by the Agent; (v) enter into the
Subordination Agreements and the waiver and release in the form of Exhibit D to
the Recapitalization Agreement on behalf of the Lenders; and (vi) give notices
under the Subordination Agreements, including notices of a covenant blockage
period under the Bridge Subordination Agreement, notices under the subordination
provisions of any Refinancing Securities and notices required in order to give
rise to a Covenant Default Blockage Period (provided, in the case of any action
--------
referred to in this clause (vi), that such action shall have been approved by
the Required Lenders or, if the Agent or any of its Affiliates owns any
Permitted Senior Subordinated Notes, Permitted Senior Preferred Stock or
Refinancing Securities with respect to which any such action referred to in this
clause (vi) is to be taken, by Lenders (other than the Agent) holding a majority
of the Loans, Letter of Credit Exposure, Swingline Exposure and unused
Commitments held by such other Lenders). Without limiting the generality of the
foregoing, the Agent is hereby expressly authorized to execute any and all
documents (including releases) with respect to the Collateral and the rights of
the Secured Parties with respect thereto, as contemplated by and in accordance
with the provisions of this Agreement and the Collateral Documents.
SECTION 8.02. Liability of Agent. Neither the Agent, the Swingline
------------------
Lender, the Issuing Bank, nor any of their respective directors, officers,
employees or agents, shall be liable as such for any action taken or omitted to
be taken by any of them, except for such party's own gross negligence or willful
131
<PAGE>
misconduct, or be responsible for any statement, warranty or representation
herein or the contents of any document delivered in connection herewith, or be
required to ascertain or to make any inquiry concerning the performance or
observance by the Borrower or any other Loan Party of any of the terms,
conditions, covenants or agreements contained in any Loan Document. None of the
Agent, the Swingline Lender and the Issuing Bank shall be responsible to the
Lenders or the holders of the Notes for the due execution, genuineness,
validity, enforceability or effectiveness of this Agreement, the Notes or any
other Loan Documents or other instruments or agreements. Each of the Agent, the
Swingline Lender and the Issuing Bank may deem and treat the payee of any Note
as the owner thereof for all purposes hereof until it shall have received from
the payee of such Note notice, given as provided herein, of the transfer thereof
in compliance with Section 9.04. Each of the Agent, the Swingline Lender and
the Issuing Bank shall in all cases be fully protected in acting, or refraining
from acting, in accordance with written instructions signed by the Required
Lenders and, except as otherwise specifically provided herein, such instructions
and any action or inaction pursuant thereto shall be binding on all the Lenders
and each subsequent holder of any Note. The Agent, the Swingline Lender, the
Issuing Bank and the Required Lenders shall, in the absence of knowledge to the
contrary, be entitled to rely on any instrument or document believed by it in
good faith to be genuine and correct and to have been signed or sent by the
proper person or persons. Neither the Agent, the Swingline Lender, the Issuing
Bank nor any of their respective directors, officers, employees or agents, shall
have any responsibility to the Borrower or any other Loan Party on account of
the failure of or delay in performance or breach by any Lender of any of its
obligations hereunder or to any Lender on account of the failure of or delay in
performance or breach by any other Lender or the Borrower or any other Loan
Party of any of their respective obligations hereunder or under any other Loan
Document or in connection herewith or therewith. The Agent, the Swingline
Lender and the Issuing Bank may execute any and all duties hereunder by or
through agents or employees, shall be entitled to consult with legal counsel,
independent public accountants and other experts selected by it with respect to
all matters arising hereunder and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts.
SECTION 8.03. Action by Agent. The Lenders hereby acknowledge that none
---------------
of the Agent, the Swingline Lender and the Issuing Bank shall be under any duty
to take any discretionary action permitted to be taken by it pursuant to the
provisions of this Agreement unless it shall be requested in writing to do so by
the Required Lenders. The obligations of the Agent, the Swingline Lender and
the Issuing Bank under the Loan Documents are only those expressly set forth
herein and therein. Without
132
<PAGE>
limiting the generality of the foregoing, the Agent shall not be required to
take any action with respect to any Default or Event of Default, except as
expressly provided in Article VII.
SECTION 8.04. Successor Agents. Subject to the appointment and
----------------
acceptance of a successor, the Agent, the Swingline Lender and the Issuing Bank
(except, in the case of the Issuing Bank, in respect of Letters of Credit issued
by it) may resign at any time by notifying the Lenders and the Borrower. Upon
any such resignation, the Required Lenders shall have the right to appoint a
successor, subject to approval by the Borrower (which shall not be unreasonably
withheld). If no successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within 30 days after the retiring
Agent, Swingline Lender or Issuing Bank, as the case may be, gives notice of its
resignation, then the retiring Agent, Swingline Lender or Issuing Bank, as the
case may be, on behalf of the Lenders, shall appoint a successor Agent,
Swingline Lender or Issuing Bank, as applicable, which shall be a commercial
bank organized or licensed under the laws of the United States of America or of
any State thereof and having a combined capital and surplus of at least
$500,000,000 or an Affiliate of any such bank. Upon the acceptance of any
appointment as an Agent, Swingline Lender or Issuing Bank, as the case may be,
hereunder by a successor bank, such successor shall succeed to and become vested
with all the rights, powers, privileges and duties of the retiring Agent,
Swingline Lender or Issuing Bank and the retiring Agent, Swingline Lender or
Issuing Bank shall be discharged from its duties and obligations hereunder.
After the resignation of the Agent, Swingline Lender or the Issuing Bank, as the
case may be, hereunder, the provisions of this Article and Section 9.05 shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as the Agent, Swingline Lender or Issuing
Bank.
SECTION 8.05. Agent and Affiliate. With respect to the Loans made by it
-------------------
hereunder, the Letters of Credit issued by it hereunder and the Notes issued to
it, each of the Agent, the Swingline Lender and the Issuing Bank, each in its
individual capacity and not as the Agent, Swingline Lender or the Issuing Bank,
as the case may be, shall have the same rights and powers as any other Lender
and may exercise the same as though it were not the Agent, Swingline Lender or
the Issuing Bank. Each of the Agent, the Swingline Lender and the Issuing Bank
(and its Affiliates) may accept deposits from, lend money to and generally
engage in any kind of business and transactions with the Borrower or any
Subsidiary or other Affiliate thereof as if it were not the Agent, Swingline
Lender or the Issuing Bank (or such Affiliate thereof).
SECTION 8.06. Indemnification. (a) Each Lender agrees to reimburse the
---------------
Agent and each Revolving Credit Lender agrees to
133
<PAGE>
reimburse the Swingline Lender and the Issuing Bank, in each case, on demand, in
the amount of its pro rata share (as determined under Section 2.16) of any
expenses incurred for the benefit of the applicable Lenders by the Agent or the
Issuing Bank, as the case may be, including counsel fees and compensation of
agents and employees paid for services rendered on behalf of such Lenders, which
shall not have been reimbursed by the Borrower and (b) each Lender agrees to
indemnify and hold harmless the Agent and any of its respective directors,
officers, employees or agents and each Revolving Credit Lender agrees to
indemnify and hold harmless each of the Issuing Bank and the Swingline Lender
and any of its respective directors, officers, employees or agents, in each
case, on demand, in the amount of such pro rata share, from and against any and
all liabilities, taxes, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by or asserted against it in its
capacity as the Agent, Swingline Lender or the Issuing Bank, as the case may be,
or any of them in any way relating to or arising out of this Agreement or any
other Loan Document or any action taken or omitted by it or any of them under
this Agreement or any other such Loan Document, to the extent the same shall not
have been reimbursed by the Borrower; provided that no Lender shall be liable to
--------
the Agent, Swingline Lender or the Issuing Bank for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the gross negligence or willful
misconduct of the Agent, the Swingline Lender, the Issuing Bank or any of their
respective directors, officers, employees or agents.
SECTION 8.07. Credit Decision. Each Lender acknowledges that it has,
---------------
independently and without reliance upon the Agent, the Swingline Lender, the
Issuing Bank or any other Lender and based on such documents and information as
it has deemed appropriate, made its own credit analysis and decision to enter
into this Agreement. Each Lender also acknowledges that it will, independently
and without reliance upon the Agent, the Swingline Lender, the Issuing Bank or
any other Lender and based on such documents and information as it shall from
time to time deem appropriate, continue to make its own decisions in taking or
not taking action under or based upon this Agreement or any other Loan Document,
any related agreement or any document furnished hereunder or thereunder.
ARTICLE IX
MISCELLANEOUS
SECTION 9.01. Notices. Notices and other communications provided for
-------
herein shall be in writing and shall be delivered by
134
<PAGE>
hand or overnight courier service, mailed by certified or registered mail or
sent by telecopy as follows:
(a) if to FATS or the Drop Down Subsidiary, to it at 7340 McGinnis Ferry
Road, Suwanee, Georgia 30174-1247, Attention of David Apseloff (Telecopy No.
(770) 813-0741), with copies to (i) Centre Partners Management LLC, 30
Rockefeller Plaza, New York, NY 10020, Attention of Scott Perekslis (Telecopy
No. (212) 332-5801) and (ii) Sidley & Austin, One First National Plaza, Chicago,
IL 60603, Attention of James Clark (Telecopy No. (312) 853-7036);
(b) if to the Agent or the Issuing Bank, to it at 600 Peachtree Street,
N.E., 21st Floor, Mail Stop GA1-006-21-11, Atlanta, Georgia 30308-2213,
Attention of Shawn Welch (Telecopy No. (404) 607-6484), with a copy to
Fennebresque, Clark, Swindell & Hay, at NationsBank Corporate Center, 100 North
Tryon Street, Suite 2900, Charlotte, NC 28202-4011, Attention of Andrew C. Karp
(Telecopy No. (704) 347-3838); and
(c) if to a Lender, to it at its address (or telecopy number) set forth in
Schedule 2.01(a), (b) or (c), as applicable, or in the Assignment and Acceptance
pursuant to which such Lender shall have become a party hereto.
All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of receipt if delivered by hand or overnight courier service or sent by
telecopy or on the date five Business Days after dispatch by certified or
registered mail if mailed, in each case delivered, sent or mailed (properly
addressed) to such party as provided in this Section 9.01 or in accordance with
the latest unrevoked direction from such party given in accordance with this
Section 9.01.
SECTION 9.02. Survival of Agreement. All covenants, agreements,
---------------------
representations and warranties made by the Borrower or the Parent herein and in
the certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Lenders, the Agent and the Issuing Bank and shall
survive the making by the Lenders of the Loans, the execution and delivery to
the Lenders of the Notes evidencing such Loans, and the issuance of the Letters
of Credit, regardless of any investigation made by the Lenders, the Agent or the
Issuing Bank or on their behalf, and shall continue in full force and effect as
long as the principal of or any accrued interest on any Loan, any Fee, any
Letter of Credit Disbursement or any other amount payable under this Agreement
or any other Loan Document is outstanding and unpaid or any Letter of Credit is
outstanding and so long as the Commitments have not been terminated. The
135
<PAGE>
provisions of Section 2.13, 2.15, 2.19 and 9.05 shall remain operative and in
full force and effect regardless of the expiration of the term of this
Agreement, the consummation of the transactions contemplated hereby, the
repayment of any of the Loans, the expiration of the Commitments, the expiration
of any Letter of Credit, the invalidity or unenforceability of any term or
provision of this Agreement or any other Loan Document or any investigation made
by or on behalf of the Agent, the Issuing Bank or any Lender.
SECTION 9.03. Binding Effect. This Agreement shall become effective when
--------------
it shall have been executed by the Borrower, the Agent and the Issuing Bank and
when the Agent shall have received copies hereof which, when taken together,
bear the signatures of each Lender.
SECTION 9.04. Successors and Assigns. (a) All covenants, promises and
----------------------
agreements by or on behalf of the Borrower, the Parent, the Agent, the Issuing
Bank or the Lenders that are contained in this Agreement shall be binding upon
and inure to the benefit of their respective permitted successors and assigns.
(b) Each Lender may assign to one or more assignees all or a portion of its
interests, rights and obligations under this Agreement (including all or a
portion of its Commitment, the Loans at the time owing to it, the Notes held by
it and the participations in Letters of Credit held by it); provided, however,
-------- -------
that (i) except in the case of an assignment to a Lender or an Affiliate of a
Lender, the Borrower (unless an Event of Default shall have occurred and be
continuing), the Agent and, in the case of an assignment of a Revolving Credit
Commitment, the Issuing Bank and the Swingline Lender must give their prior
written consent to such assignment (which consent shall not be unreasonably
withheld), (ii) except in the case of an assignment to a Lender or an Affiliate
of a Lender, the sum of (A) the principal amount of the outstanding Loans
subject to each such assignment and (B) the unused amount of the Commitments of
the assigning Lender subject to such assignment (in each case determined as of
the date the Assignment and Acceptance with respect to such assignment is
delivered to the Agent) shall not be less than the lesser of (I) $5,000,000 and
(II) the entire remaining amount of the outstanding Loans and unused Commitments
of such Lender, (iii) the parties to each such assignment (including, but not
limited to, an assignment by a Lender to another Lender) shall execute and
deliver to the Agent an Assignment and Acceptance, together with the Note or
Notes subject to such assignment and a processing and recordation fee of $3,500
and (iv) the assignee, if it shall not be a Lender or an Affiliate thereof,
shall deliver to the Agent an Administrative Questionnaire. Upon acceptance and
recording pursuant to Section 9.04(e), from and after the effective date
specified in each Assignment and Acceptance, which effective date
136
<PAGE>
shall be at least five Business Days after the execution thereof (unless the
Agent shall otherwise agree), (A) the assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement and
(B) the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all or the remaining portion of an assigning Lender's rights and obligations
under this Agreement, such Lender shall cease to be a party hereto but shall
continue to be entitled to the benefits of Sections 2.13, 2.15, 2.19 and 9.05,
as well as to any Fees accrued for its account to the effective date of the
Assignment and not yet paid).
(c) By executing and delivering an Assignment and Acceptance, the assigning
Lender thereunder and the assignee thereunder shall be deemed to confirm to and
agree with each other and the other parties hereto as follows: (i) such
assigning Lender warrants that it is the legal and beneficial owner of the
interest being assigned thereby free and clear of any adverse claim arising in
respect of any action by the assigning Lender; (ii) except as set forth in
clause (i) above, such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with this Agreement, any other Loan
Document or any other instrument or document furnished pursuant hereto or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of this Agreement, any other Loan Document or any other instrument or document
furnished pursuant hereto, or the financial condition of the Borrower or any
other Loan Party or the performance or observance by the Borrower or any other
Loan Party of any of its obligations under this Agreement, any other Loan
Document or any other instrument or document furnished pursuant hereto; (iii)
such assignee represents and warrants that it is legally authorized to enter
into such Assignment and Acceptance; (iv) such assignee confirms that it has
received a copy of this Agreement and the other Loan Documents, together with
copies of the most recent Required Financial Statements and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (v) such assignee will
independently, and without reliance upon the Agent, the Issuing Bank, such
assigning Lender or any other Lender and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement; (vi) such
assignee appoints and authorizes the Agent and the Issuing Bank to exercise such
powers under this Agreement as are delegated to such party by the terms hereof,
together with such powers as are reasonably incidental hereto; and (vii) such
assignee agrees that it will perform in
137
<PAGE>
accordance with their terms all the obligations which by the terms of this
Agreement are required to be performed by it as a Lender.
(d) The Agent shall maintain at one of its offices in Charlotte, North
Carolina, a copy of each Assignment and Acceptance delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amount of the Loans owing to, each Lender pursuant
to the terms hereof from time to time (the "Register"). The entries in the
--------
Register shall be conclusive in the absence of manifest error and the Borrower,
the Agent and the Lenders may treat each person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement. The Register shall be available for inspection by the Borrower,
the Issuing Bank and any Lender, at any reasonable time and from time to time
upon reasonable prior notice.
(e) Upon its receipt of a duly completed Assignment and Acceptance executed
by an assigning Lender and an assignee together with the Note or Notes subject
to such assignment, an Administrative Questionnaire completed in respect of the
assignee (unless the assignee shall already be a Lender hereunder or shall be an
Affiliate of a Lender), the processing and recordation fee referred to in
Section 9.04(b) and, if required, the written consent of the Borrower, the
Agent, the Issuing Bank and the Swingline Lender to such assignment, the Agent
shall (i) accept such Assignment and Acceptance, (ii) record the information
contained therein in the Register and (iii) give prompt notice thereof to the
Issuing Bank, the Swingline Lender, the Lenders and the Borrower. Within five
Business Days after receipt of notice, the Borrower, at its own expense, shall
execute and deliver to the Agent, in exchange for the surrendered Note or Notes,
a new Note or Notes payable to the order of such assignee in a principal amount
equal to the applicable portion thereof (and the corresponding Commitment, if
any) assumed by it pursuant to such Assignment and Acceptance and, if the
assigning Lender has retained any portion of such Note or Notes (and such
Commitment, if any), a new Note or Notes payable to the order of such assigning
Lender in a principal amount equal to the applicable portion of such Note or
Notes (and such Commitment, if any) retained by it. Such new Note or Notes
shall be in an aggregate principal amount equal to the aggregate principal
amount of such surrendered Note; such new Note or Notes shall be dated the date
of the surrendered Notes which they replace and shall otherwise be in
substantially the form of Exhibits A-1, A-2 and A-3 hereto, as applicable.
Cancelled Notes shall be returned to the Borrower.
(f) Each Lender may, without the consent of the Borrower, the Agent, the
Issuing Bank or the Swingline Lender, sell
138
<PAGE>
participations in all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment, the Loans owing to it,
the Notes held by it and the participations in Letters of Credit held by it) to
one or more participants; provided, however, that (i) such Lender's obligations
-------- -------
under this Agreement shall remain unchanged, (ii) the sum of (A) the principal
amount of the outstanding Loans subject to such participation and (B) the unused
amount of the Commitments of the Lender subject to such participation shall be
not less than the lesser of (I) $5,000,000 and (II) the entire remaining amount
of the outstanding Loans and unused Commitments of such Lender, (iii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iv) the participating banks or other entities
shall be entitled to the benefit of the cost protection and indemnity provisions
contained in Sections 2.13, 2.15 and 2.19 to the same extent as if they were
Lenders (except that no participant shall be entitled to claim any amount
greater than its pro rata share of the amount that could have been claimed by
the Lender from which it acquired its participation) and (v) the Borrower, the
Agent, the Issuing Bank and the other Lenders shall continue to deal solely and
directly with the Lender from which the participant acquired its interest in
connection with such Lender's rights and obligations under this Agreement, and
such Lender shall retain the sole right to enforce the obligations of the
Borrower relating to the Loans and to approve any amendment, modification or
waiver of any provision of this Agreement (other than amendments, modifications
or waivers decreasing any fees payable hereunder or the amount of principal of
or the rate at which interest is payable on the Loans, extending any scheduled
principal payment date or date fixed for the payment of interest on the Loans or
increasing or extending the Commitments).
(g) Any Lender or participant may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
9.04, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Borrower or any of the other Loan
Parties furnished to such Lender by or on behalf of the Borrower or any of the
other Loan Parties.
(h) Assignments and participations pursuant to this Section 9.04 need not
be pro rata among the Facilities.
(i) Any Lender may at any time assign all or any portion of its rights
under this Agreement and the Notes issued to it to a Federal Reserve Bank to
secure extensions of credit by such Federal Reserve Bank to such Lender;
provided that no such assignment shall release a Lender from any of its
- --------
obligations hereunder or substitute any such Bank for such Lender as a party
hereto.
139
<PAGE>
(j) Neither the Borrower nor the Parent shall assign or delegate any of its
rights or duties hereunder or any interest herein (whether voluntarily, by
operation of law or otherwise), except for the assignment to the Drop Down
Subsidiary by FATS of its obligations hereunder (other than those expressly
applicable to the Parent) as contemplated hereby in the Permitted Drop Down
Transaction. Any purported assignment or delegation in violation of the
foregoing shall be void.
SECTION 9.05. Expenses; Indemnity. (a) The Borrower agrees to pay all
-------------------
reasonable out-of-pocket expenses incurred by the Agent, the Issuing Bank or the
Swingline Lender in connection with the preparation, execution and
administration of this Agreement and the other Loan Documents, the due diligence
review of the Recapitalization and the syndication, Closing or administration of
the Facilities or in connection with any amendment, modification or waiver of
the provisions hereof or thereof and the Borrower agrees to pay all reasonable
out-of-pocket expenses incurred by the Agent, the Issuing Bank or any Lender in
connection with the enforcement or protection of the rights of the Agent, the
Issuing Bank and the Lenders under this Agreement and the other Loan Documents
or in connection with the Loans made, the Notes issued hereunder or the Letters
of Credit issued hereunder, including the reasonable fees, charges and
disbursements of (i) Fennebresque, Clark, Swindell & Hay, counsel for the Agent,
and (ii) in connection with any such enforcement or protection (including any
workout or restructuring or any negotiations relating thereto), the other
counsel for the Agent, the Issuing Bank or any Lender (including the reasonable
allocated internal fees and expenses of any in-house staff counsel).
(b) The Borrower agrees to indemnify the Agent, the Issuing Bank, the
Affiliates of the Agent or Issuing Bank, the Lenders, and their respective
directors, officers, employees, agents and Controlling persons (each, an
"Indemnified Party") from and against any and all losses, claims (whether valid
- ------------------
or not), damages and liabilities, joint or several, to which such Indemnified
Party may become subject, related to or arising out of (i) the Recapitalization
or the Facilities, (ii) the execution or delivery of this Agreement or any other
Loan Document or any agreement or instrument contemplated hereby or thereby, the
performance by the parties hereto or thereto of their respective obligations
hereunder or thereunder or the consummation of the Recapitalization and the
other transactions contemplated hereby and thereby, (iii) the use of the Letters
of Credit or the proceeds of the Loans or (iv) any claim, litigation,
investigation or proceeding relating to any of the foregoing, whether or not any
Indemnified Party is a party thereto. The Borrower further agrees to reimburse
each Indemnified Party for all expenses (including reasonable attorneys' fees
and expenses) as they are incurred in connection with the investigation of,
140
<PAGE>
preparation for or defense of any pending or threatened claim or any action or
proceeding arising therefrom. Notwithstanding the foregoing, the obligation to
indemnify any Indemnified Party under this Section 9.05(b) shall not apply in
respect of any loss, claim, damage or liability to the extent that a court of
competent jurisdiction shall have determined by final and nonappealable judgment
that such loss, claim, damage or liability resulted from such Indemnified
Party's gross negligence or willful misconduct.
(c) The Borrower agrees to indemnify each of the Agent, the Issuing Bank,
the Lenders and the other Indemnified Parties from and against any and all
losses, claims (whether valid or not), damages and liabilities, joint or
several, to which such Indemnified Party may become subject, related to or
arising out of (i) any Federal, state, local or other statute, ordinance, order,
judgment, ruling or regulation relating to environmental pollution, regulation
or control affecting the Borrower, any Subsidiary, the Parent or its properties
or assets, (ii) any Hazardous Materials managed by the Borrower, any Subsidiary,
the Parent, (iii) any event, condition or circumstance involving environmental
protection, pollution, regulation or control affecting the Borrower, any
Subsidiary, the Parent or its properties or assets or (iv) any claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether or not any Indemnified Party is a party thereto. The Borrower further
agrees to reimburse each Indemnified Party for all expenses (including
reasonable consultants' and attorneys' fees and expenses) as they are incurred
in connection with the investigation of, preparation for or defense of any
pending or threatened claim or any action or proceeding arising therefrom.
Notwithstanding the foregoing, the obligation to indemnify any Indemnified Party
under this Section 9.05(c) shall not apply in respect of any loss, claim, damage
or liability to the extent that a court of competent jurisdiction shall have
determined by final and nonappealable judgment that such loss, claim, damage or
liability resulted from such Indemnified Party's gross negligence or willful
misconduct.
(d) In the event that the foregoing indemnity is unavailable or
insufficient to hold an Indemnified Party harmless, then the Borrower will
contribute to amounts paid or payable by such Indemnified Party in respect of
such Indemnified Party's losses, claims, damages or liabilities in such
proportions as appropriately reflect the relative benefits received by and fault
of the Borrower and such Indemnified Party in connection with the matters as to
which such losses, claims, damages or liabilities relate and other equitable
considerations.
(e) If any action, proceeding or investigation is commenced, as to which
any Indemnified Party proposes to demand such indemnification, it shall notify
the Borrower with
141
<PAGE>
reasonable promptness; provided, however, that any failure by such Indemnified
-------- -------
Party to notify the Borrower shall not relieve the Borrower from its obligations
hereunder except to the extent the Borrower is prejudiced thereby. The Borrower
shall be entitled to assume the defense of any such action, proceeding or
investigation, including the employment of counsel and the payment of all fees
and expenses. Each Indemnified Party shall have the right to employ separate
counsel in connection with any such action, proceeding or investigation and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be paid by such Indemnified Party, unless (i) the Borrower has failed to
assume the defense and employ counsel as provided herein, (ii) the Borrower has
agreed in writing to pay such fees and expenses of separate counsel or (iii) an
action, proceeding or investigation has been commenced against such Indemnified
Party and the Borrower and representation of both the Borrower and such
Indemnified Party by the same counsel would be inappropriate because of actual
or potential conflicts of interest between the parties (in the case of any Agent
or Lender, the existence of any such actual or potential conflict of interest to
be determined by such party, taking into account, among other things, any
relevant regulatory concerns). In the case of any circumstance described in
clause (i), (ii), or (iii) of the immediately preceding sentence, the Borrower
shall be responsible for the reasonable fees and expenses of such separate
counsel; provided, however, that the Borrower shall not in any event be required
-------- -------
to pay the fees and expenses of more than one separate counsel (plus appropriate
local counsel under the direction of such separate counsel) for all Indemnified
Parties, unless representation of all Indemnified Parties by the same counsel
would be inappropriate due to actual or potential conflicting interests between
such Indemnified Parties, in which case, the Borrower shall be required to pay
the fees and expenses of such additional counsel as are necessary to prevent
such conflicting interests. The Borrower shall be liable only for settlement of
any claim against an Indemnified Party made with the Borrower's written consent.
(f) The provisions of this Section 9.05 shall remain operative and in full
force and effect regardless of the expiration of the term of this Agreement, the
consummation of the transactions contemplated hereby, the repayment of any of
the Loans, the invalidity or unenforceability of any term or provision of this
Agreement or any other Loan Document, or any investigation made by or on behalf
of any Agent or Lender. All amounts due under this Section 9.05 shall be
payable on written demand therefor.
SECTION 9.06. Right of Setoff. If an Event of Default shall have
---------------
occurred and be continuing, each Lender is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all
142
<PAGE>
deposits (general or special, time or demand, provisional or final, except
deposits for the payment of payroll taxes) at any time held and other
indebtedness at any time owing by such Lender to or for the credit or the
account of the Borrower against any and all of the obligations of the Borrower
now or hereafter existing under this Agreement and the other Loan Documents held
by such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement or such other Loan Document and although such
obligations may be unmatured. The rights of each Lender under this Section 9.06
are in addition to other rights and remedies (including other rights of setoff)
which such Lender may have.
SECTION 9.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN
--------------
DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN
DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF
CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND
PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF
COMMERCE, PUBLICATION NO. 500 (THE "UNIFORM CUSTOMS") AND, AS TO MATTERS NOT
GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK.
SECTION 9.08. Waivers; Amendment. (a) No failure or delay of the Agent,
------------------
the Issuing Bank or any Lender in exercising any power or right hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the Agent, the
Issuing Bank and the Lenders hereunder and under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies which they would
otherwise have. No waiver of any provision of this Agreement or any other Loan
Document or consent to any departure by the Borrower or any other Loan Party
therefrom shall in any event be effective unless the same shall be permitted by
Section 9.08(b), and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. No notice or demand on
the Borrower in any case shall entitle the Borrower to any other or further
notice or demand in similar or other circumstances.
(b) None of this Agreement, the other Loan Documents nor any provision
hereof or thereof may be waived, amended or modified (and no consent to the
departure by the Borrower or any other Loan Party therefrom may be effective),
except pursuant to an agreement or agreements in writing entered into by the
Required Lenders and, except in the case of the Subordination Agreements, the
Borrower; provided, however, that no such
-------- -------
143
<PAGE>
agreement shall (i) decrease the principal amount of, or extend the maturity of
or any Repayment Date or date for the payment of any interest on any Loan or any
date for reimbursement of a Letter of Credit Disbursement, or waive or excuse
any such payment or any part thereof, or decrease the rate of interest on any
Loan or a Letter of Credit Disbursement, without the prior written consent of
each Lender affected thereby, (ii) change or extend the Commitment or decrease
the Fees of any Lender without the prior written consent of such Lender, (iii)
effect any waiver, amendment or modification that by its terms changes the
amount of, or allocation between the Tranche A Term Loans and the Tranche B Term
Loans of, any prepayment of Term Loans (or the application of any such
prepayment to the remaining scheduled principal payments of the Term Loans),
without the prior written consent of Lenders holding Term Loans representing at
least a majority of the aggregate principal amount of the Term Loans of any
Class affected thereby, (iv) effect any waiver, amendment or modification that
by its terms adversely affects the rights in respect of payments, the Collateral
or the Guarantees pursuant to the Guarantee Agreements of the Lenders
participating in the Tranche A Term Loans differently from those of the Lenders
participating in the Tranche B Term Loans, without the prior written consent of
Lenders holding Term Loans representing at least a majority of the aggregate
principal amount of the Term Loans then outstanding of any Class affected
thereby, (v) effect any waiver of the conditions to funding any Revolving Loan
or issuance of a Letter of Credit without the prior written consent of the
Lenders holding Revolving Loans, Letter of Credit Exposure and Unused Revolving
Credit Commitments representing at least a majority of the aggregate principal
amount of the Revolving Loans, Letter of Credit Exposure and Unused Revolving
Credit Commitments then outstanding or (vi) amend or modify the provisions of
Section 2.16 or 9.04(j), the provisions of this Section, the definition of the
term "Required Lenders", release at one time or serially in the aggregate all or
substantially all the Guarantors or all or substantially all the Collateral or
increase the aggregate Commitments of the Lenders, without the prior written
consent of each Lender; provided further that no such agreement shall amend,
----------------
modify or otherwise affect the rights or duties of the Agent, the Issuing Bank
or the Swingline Lender hereunder or under any other Loan Document without the
prior written consent of the Agent, the Issuing Bank or the Swingline Lender,
respectively (it being understood that the requirements of this paragraph are
cumulative). Furthermore, no Tranche B Special Election by any Lender shall
require the consent of any other person. Each Lender and each holder of a Note
shall be bound by a waiver, amendment or modification authorized by this Section
9.08 regardless of whether its Note shall have been marked to make reference
thereto, and any consent by any Lender or holder of a Note pursuant to this
Section 9.08 shall bind any person subsequently acquiring a Note from it,
whether or not such Note shall have been so marked.
144
<PAGE>
SECTION 9.09. Interest Rate Limitation. Notwithstanding anything herein
------------------------
or in the Notes to the contrary, if at any time the applicable interest rate,
together with all fees and charges which are treated as interest under
applicable law (collectively the "Charges"), as provided for herein or in any
-------
other document executed in connection herewith, or otherwise contracted for,
charged, received, taken or reserved by any Lender, shall exceed the maximum
rate permitted by applicable law (the "Maximum Rate") which may be contracted
------------
for, charged, taken, received or reserved by such Lender in accordance with
applicable law, the rate of interest payable under the affected Note held by
such Lender, together with all Charges payable to such Lender, shall be limited
to the Maximum Rate.
SECTION 9.10. Entire Agreement. (a) This Agreement, the other Loan
----------------
Documents and the Fee Letter constitute the entire contract among the parties
relative to the subject matter hereof and thereof. Any previous agreement among
the parties with respect to the subject matter hereof and thereof is superseded
by this Agreement, the other Loan Documents and the Fee Letter. Nothing in this
Agreement, the other Loan Documents or the Fee Letter, expressed or implied, is
intended to confer upon any party (other than the parties hereto and thereto and
the other Secured Parties) any rights, remedies, obligations or liabilities
under or by reason of this Agreement, the other Loan Documents or the Fee
Letter.
(b) THIS WRITTEN AGREEMENT, THE NOTES, THE OTHER LOAN DOCUMENTS, THE FEE
LETTER AND THE DOCUMENTS EXECUTED IN CONNECTION HEREWITH REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
SECTION 9.11. Severability. In the event any one or more of the
------------
provisions contained in this Agreement or in any other Loan Document should be
held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and therein
shall not in any way be affected or impaired thereby. The parties shall
endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.
SECTION 9.12. Counterparts. This Agreement may be executed by the
------------
parties hereto in several counterparts and each such counterpart shall be deemed
to be an original, admissible into evidence, but all such counterparts shall
together constitute but one and the same Agreement, and shall become effective
as provided in Section 9.03. Delivery of an executed counterpart of this
Agreement by telefacsimile shall be equally as effective as
145
<PAGE>
delivery of a manually executed counterpart of this Agreement. Any party
delivering an executed counterpart of this Agreement by telefacsimile shall also
deliver a manually executed counterpart of this Agreement, but the failure to
deliver a manually executed counterpart shall not affect the validity,
enforceability, and binding effect of this Agreement.
SECTION 9.13. Headings. Article and Section headings and the Table of
--------
Contents used herein are for convenience of reference only, are not part of this
Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.
SECTION 9.14. Remedies. In case any one or more of the covenants and/or
--------
agreements set forth in this Agreement shall have been breached by the Borrower
or the Parent, then the Agent may, on behalf of the Lenders, proceed to protect
and enforce the Lenders' rights either by suit in equity and/or by action at
law, including, but not limited to, an action for damages as a result of any
such breach and/or an action for specific performance of any such covenant or
agreement contained in this Agreement. Without limitation of the foregoing, each
of the Borrower and the Parent agrees that failure to comply with any of the
covenants contained herein will cause irreparable harm and that specific
performance shall be available in the event of any breach thereof. The Agent
acting pursuant to this Section 9.14, shall be indemnified against all
liability, loss or damage, together with all reasonable costs and expenses
related thereto (including reasonable legal and accounting fees and expenses) in
accordance with Section 9.05.
SECTION 9.15. Jurisdiction; Consent to Service of Process; Waiver of Jury
-----------------------------------------------------------
Trial. (a) The Borrower hereby irrevocably and unconditionally submits, for
- -----
itself and its property, to the nonexclusive jurisdiction of any New York State
court or Federal court of the United States of America sitting in New York, New
York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement or the other Loan Documents, or for
recognition or enforcement of any judgment, and hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State court or, to the
extent permitted by law, in such Federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement shall affect any
right that any Agent, the Issuing Bank or any Lender may otherwise have to bring
any action or proceeding relating to this Agreement or the other Loan Documents
against the Borrower or its properties in the courts of any jurisdiction.
146
<PAGE>
(b) The Borrower hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or the other Loan Documents in any
New York State court or Federal court of the United States of America sitting in
New York, New York. Each of the parties hereto hereby irrevocably waives, to
the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.
(c) Each party to this Agreement irrevocably consents to service of process
in the manner provided for notices in Section 9.01. Nothing in this Agreement
will affect the right of any party to this Agreement to serve process in any
other manner permitted by law.
(d) TO THE FULLEST EXTENT PERMITTED BY LAW, THE BORROWER WAIVES ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
147
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.
FIREARMS TRAINING SYSTEMS, INC.
By: /s/ Robert B. Terry, Jr.
-------------------------
Name: Robert B. Terry, Jr.
Title: President and Chief Operating Officer
NATIONSBANK, N.A. (SOUTH), as Agent,
as Issuing Bank, Swingline Lender and
individually as a Lender
By: /s/ Charles E. Wilson
----------------------
Name: Charles E. Wilson
Title: Attorney-In-Fact
FIRST BANK NATIONAL ASSOCIATION
By: /s/ Mark R. Olmon
------------------
Name: Mark R. Olmon
Title: Vice President
FIRST SOURCE FINANCIAL LLP, by
First Source Financial, Inc., as
Agent/Manager
By: /s/ James J. Russell
---------------------
Name: James J. Russell
Title: Vice President
BHF-BANK AKTIENGESELLSCHAFT
By: /s/ Thomas J. Leissl
---------------------
Name: Thomas J. Leissl
Title: Vice President
By: /s/ David Fraenkel
-------------------
Name: David Fraenkel
Title: Vice President
148
<PAGE>
CREDITANSTALT CORPORATE FINANCE, INC.
By: /s/ Carl G. Drake
------------------
Name: Carl G. Drake
Title: Senior Associate
By: /s/ Robert M. Biringer
-----------------------
Name: Robert M. Biringer
Title: Executive Vice President
149
<PAGE>
EXHIBIT 10.02
TRANCHE A TERM NOTE
$5,686,274 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
--------
NATIONSBANK, N.A. (SOUTH) (the "Lender") and its registered assigns, at the
------
office of NationsBank, N.A. (South) (the "Agent"), at 101 North Tryon Street,
-----
7th Floor, Charlotte, North Carolina 28255, (i) on the Tranche A Maturity Date
(as defined in the Credit Agreement dated as of July 31, 1996 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
----------------
among the Borrower, the Lenders named therein, NationsBank, N.A. (South), as the
Agent, as Swingline Lender and as Issuing Bank), the aggregate unpaid principal
amount of all Tranche A Term Loans made to the Borrower by the Lender pursuant
to the Credit Agreement and (ii) on each Tranche A Repayment Date prior to the
Tranche A Maturity Date, the principal amount of Tranche A Term Loans made to
the Borrower by the Lender pursuant to the Credit Agreement and payable to the
Lender on such Tranche A Repayment Date as provided therein, 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
----
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
<PAGE>
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
-------- -------
notation or any error in such notation shall not affect the obligations of the
Borrower under this Note or the Credit Agreement.
This Note is one of the Tranche A Term Notes 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
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/ Robert B. Terry, Jr.
---------------------------
Name: Robert B. Terry, Jr.
Title: President and Chief
Operating Officer
<PAGE>
LOANS AND PAYMENTS
Amount Type Payments Unpaid
of of ------------------- Principal Notations
Date Loan Loan Principal Interest Balance Made by
- ------ ------ ---- --------- -------- --------- ---------
<PAGE>
EXHIBIT 10.03
TRANCHE B TERM NOTE
$6,470,589 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
--------
NATIONSBANK, N.A. (SOUTH) (the "Lender") and its registered assigns, at the
------
office of NationsBank, N.A. (South) (the "Agent"), at 101 North Tryon Street,
-----
7th Floor, Charlotte, North Carolina 28255, (i) on the Tranche B Maturity Date
(as defined in the Credit Agreement dated as of July 31, 1996 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
----------------
among the Borrower, the Lenders named therein, NationsBank, N.A. (South), as the
Agent, as Swingline Lender and as Issuing Bank), the aggregate unpaid principal
amount of all Tranche B Term Loans made to the Borrower by the Lender pursuant
to the Credit Agreement and (ii) on each Tranche B Repayment Date prior to the
Tranche B Maturity Date, the principal amount of Tranche B Term Loans made to
the Borrower by the Lender pursuant to the Credit Agreement and payable to the
Lender on such Tranche B Repayment Date as provided therein, 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
----
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
<PAGE>
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
-------- -------
notation or any error in such notation shall not affect the obligations of the
Borrower under this Note or the Credit Agreement.
This Note is one of the Tranche B Term Notes 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.
-2-
<PAGE>
In the event this Note is not paid when due at any stated or
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/ Robert Terry, Jr.
--------------------------
Name: Robert B. Terry, Jr.
Title: President and Chief
Operating Officer
-3-
<PAGE>
LOANS AND PAYMENTS
Amount Type Payments Unpaid
of of ------------------- Principal Notations
Date Loan Loan Principal Interest Balance Made By
- --------------------- ------ ---- --------- -------- --------- ---------
-4-
<PAGE>
EXHIBIT 10.04
REVOLVING CREDIT NOTE
$2,843,137 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
--------
NATIONSBANK, N.A. (SOUTH) (the "Lender") and its registered assigns, at the
------
office of NATIONSBANK, N.A. (South) (the "Agent"), at 101 North Tryon Street,
-----
7th Floor, Charlotte, North Carolina 28255, (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
------
Agreement"), among the Borrower, the Lenders named therein, NationsBank, N.A.
- ---------
(South), as the Agent, as Swingline Lender and as Issuing Bank), the aggregate
unpaid principal amount of all Revolving Loans made to the Borrower by the
Lender pursuant to the Credit Agreement to which such Interest Period applies
and (ii) on the Revolving Credit Maturity Date, the aggregate unpaid principal
amount of all Revolving Loans made to the Borrower by the 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
----
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
<PAGE>
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
-------- -------
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 one of the Revolving Credit Notes 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
-2-
<PAGE>
9.04(j) of the Credit Agreement. Any purported assignment or delegation in
violation of the foregoing shall be void.
-3-
<PAGE>
In the event this Note is not paid when due at any stated or
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/ Robert B. Terry,Jr.
-----------------------
Name: Robert B. Terry, Jr.
Title: President and Chief
Operating Officer
-4-
<PAGE>
LOANS AND PAYMENTS
Amount Type Payments Unpaid
of of ------------------- Principal Notations
Date Loan Loan Principal Interest Balance Made By
- ------ ------ ---- --------- -------- --------- ---------
-5-
<PAGE>
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
--------
NATIONSBANK, N.A. (SOUTH) (the "Swingline Lender") and its registered assigns,
----------------
at the office of NationsBank, N.A. (South) (the "Agent"), at 101 North Tryon
-----
Street, 7th Floor, Charlotte, North Carolina 28255, (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
------
Agreement"), among the Borrower, the Lenders named therein, NationsBank, N.A.
- ---------
(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
----
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
<PAGE>
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
-------- -------
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
-2-
<PAGE>
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/ Robert B. Terry, Jr.
------------------------
Name: Robert B. Terry, Jr.
Title: President and Chief
Operating Officer
-3-
<PAGE>
EXHIBIT 10.06
================================================================================
PLEDGE AND SECURITY AGREEMENT
DATED AS OF JULY 31, 1996
AMONG
THE GRANTORS NAMED HEREIN
AND
NATIONSBANK, N.A. (SOUTH),
AS AGENT
================================================================================
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Article Section Page
- ------- ------- ----
<S> <C>
ARTICLE I DEFINITIONS 1
SECTION 1.01. Terms Defined in the Credit Agreement............. 1
SECTION 1.02. Definition of Certain Terms Used Herein........... 1
SECTION 1.03. UCC Definitions................................... 7
SECTION 1.04. Terms Generally................................... 7
ARTICLE II SECURITY INTERESTS................................... 7
SECTION 2.01. The Security Interests............................ 7
SECTION 2.02. Continuing Liability of each Grantor.............. 8
SECTION 2.03. Delivery of Pledged Securities and Chattel Paper.. 9
SECTION 2.04. Security Interests Absolute....................... 9
SECTION 2.05. Sales and Collections............................. 10
SECTION 2.06. Segregation of Proceeds........................... 11
SECTION 2.07. Verification of Receivables....................... 12
SECTION 2.08. Release of Collateral............................. 12
SECTION 2.09. Amendment of Schedules............................ 13
ARTICLE III REPRESENTATIONS AND WARRANTIES...................... 14
SECTION 3.01. Pledged Securities................................ 14
SECTION 3.02. Validity, Perfection, Assignment and
Priority of Security Interests.................... 14
SECTION 3.03. Patents, Trademarks and Copyrights................ 15
SECTION 3.04. Enforceability of Receivables and
General Intangibles............................... 15
SECTION 3.05. Place of Business, Location of
Collateral........................................ 15
SECTION 3.06. Trade Names....................................... 15
SECTION 3.07. Outstanding Interests............................. 16
SECTION 3.08. Licensor Consents................................. 16
SECTION 3.09. Motor Vehicles and Other Rolling Stock............ 16
SECTION 3.10. Accounts.......................................... 16
SECTION 3.11. Government Contracts.............................. 16
ARTICLE IV COVENANTS............................................ 17
SECTION 4.01. Perfection of Security Interests.................. 17
SECTION 4.02. Further Actions................................... 17
SECTION 4.03. Change of Name, Identity or Structure............. 20
SECTION 4.04. Place of Business and Collateral.................. 20
SECTION 4.05. Fixtures.......................................... 21
SECTION 4.06. Maintenance of Records............................ 21
SECTION 4.07. Compliance with Laws, etc......................... 21
SECTION 4.08. Payment of Taxes, etc............................. 21
SECTION 4.09. Compliance with Terms of Accounts,
Contracts and Licenses............................ 22
SECTION 4.10. Limitation on Liens on Collateral................. 22
SECTION 4.11. Limitations on Modifications of
Receivables and General Intangibles; No
Waivers or Extensions............................. 22
SECTION 4.12. Maintenance of Insurance.......................... 22
</TABLE>
-i-
<PAGE>
<TABLE>
<S> <C>
SECTION 4.13. Limitations on Dispositions of
Collateral........................................ 23
SECTION 4.14. Periodic Certification............................ 23
SECTION 4.15. Notices........................................... 23
SECTION 4.16. Change of Law..................................... 24
SECTION 4.17. Right of Inspection............................... 24
SECTION 4.18. Maintenance of Equipment.......................... 24
SECTION 4.19. Covenants Regarding Patent, Trademark
and Copyright Collateral.......................... 24
SECTION 4.20. Reimbursement Obligation.......................... 26
SECTION 4.21. Bank Accounts..................................... 26
SECTION 4.22. Amendments to Schedules........................... 26
SECTION 4.23. Government Contracts.............................. 26
ARTICLE V DISTRIBUTIONS ON PLEDGED SECURITIES; VOTING........... 26
SECTION 5.01. Right to Receive Distributions on
Pledged Collateral; Voting........................ 26
ARTICLE VI REMEDIES; RIGHTS UPON DEFAULT........................ 28
SECTION 6.01. UCC Rights........................................ 28
SECTION 6.02. Payments on Collateral............................ 28
SECTION 6.03. Possession of Collateral.......................... 29
SECTION 6.04. Sale of Collateral................................ 29
SECTION 6.05. Rights of Purchasers.............................. 30
SECTION 6.06. Additional Rights of the Agent.................... 30
SECTION 6.07. Securities Act, etc............................... 31
SECTION 6.08. Remedies Not Exclusive............................ 32
SECTION 6.09. Waiver and Estoppel............................... 33
SECTION 6.10. Power of Attorney................................. 33
SECTION 6.11. Application of Proceeds........................... 35
SECTION 6.12. Grant of License or Sub-License to Use
Patent, Trademark, Copyright and
License Collateral................................ 36
ARTICLE VII MISCELLANEOUS....................................... 37
SECTION 7.01. Notices........................................... 37
SECTION 7.02. Survival of Agreement............................. 37
SECTION 7.03. Counterparts...................................... 37
SECTION 7.04. Amendments, Etc................................... 38
SECTION 7.05. Assignments....................................... 38
SECTION 7.06. Savings Clause.................................... 38
SECTION 7.07. Supplemental Agreement............................ 38
SECTION 7.08. GOVERNING LAW..................................... 39
SECTION 7.09. Entire Agreement.................................. 39
SECTION 7.10. No Waiver; Remedies............................... 39
SECTION 7.11. Headings.......................................... 39
SECTION 7.12. NO ORAL AGREEMENTS................................ 39
</TABLE>
-ii-
<PAGE>
Schedules
- ---------
Schedule 1 List of Subsidiary Grantors
Schedule 2 Chief Executive Office and Principal Place of Business;
Locations of Records of Receivables and General Intangibles
Schedule 3 Pledged Securities
Schedule 4 Locations of Equipment and Inventory
Schedule 5 Trade Names, Division Names, etc.
Schedule 6 Required Filings and Recordings
Schedule 7 Patents and Patent Applications
Schedule 8 Trademarks and Trademark Applications
Schedule 9 Copyrights and Copyright Applications
Schedule 10 Licenses
Schedule 11 Motor Vehicles and other Rolling Stock
Schedule 12 Accounts
Schedule 13 Government Contracts
Exhibits
- --------
Exhibit A Form of Assignment of Security Interests in United States Patent
and Trademarks
Exhibit B Form of Assignment of Security Interests in United States Copyrights
Exhibit C Form of Landlord's Waiver and Consent
Exhibit D-1 Form of Instrument of Assignment
Exhibit D-2 Form of Notice of Assignment
-iii-
<PAGE>
PLEDGE AND SECURITY AGREEMENT dated as of July 31, 1996, among FIREARMS
TRAINING SYSTEMS, INC., a Delaware corporation (the "Borrower"), the
--------
Subsidiaries that are listed on Schedule 1 hereto, and such other Subsidiaries
as shall become parties hereto in accordance with Section 7.07 hereof (such
Subsidiaries being referred to herein individually as a "Subsidiary Grantor" and
------------------
collectively as the "Subsidiary Grantors"), and NATIONSBANK, N.A. (SOUTH), as
-------------------
Agent (in such capacity, the "Agent") for the Lenders (as defined herein).
-----
Reference is made to the Credit Agreement dated as of July 31, 1996 (as
amended, supplemented or otherwise modified from time to time, the "Credit
------
Agreement"), among the Borrower, the financial institutions party thereto as
- ---------
lenders (the "Lenders") and NationsBank, N.A. (South), as Issuing Bank, as
-------
Swingline Lender and as Agent. The Lenders and the Swingline Lender have
respectively agreed to extend credit to the Borrower, and the Issuing Bank has
agreed to issue Letters of Credit for the account of the Borrower, pursuant to,
and upon the terms and subject to the conditions set forth in, the Credit
Agreement. The obligations of the Lenders and the Swingline Lender to extend
credit and of the Issuing Bank to issue Letters of Credit under the Credit
Agreement are conditioned on, among other things, the execution and delivery by
each of the Borrower and the Subsidiary Grantors (such parties being referred to
herein individually as a "Grantor" and collectively as the "Grantors") of a
------- --------
Pledge and Security Agreement in the form hereof.
Accordingly, the Grantors, intending to be legally bound, hereby agree with
the Agent, for the ratable benefit of the Secured Parties, as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Terms Defined in the Credit Agreement. Terms used herein and
-------------------------------------
not otherwise defined herein shall have the meanings set forth in the Credit
Agreement.
SECTION 1.02. Definition of Certain Terms Used Herein. As used herein, the
---------------------------------------
following terms shall have the following meanings:
"Account Debtor" shall mean any person who is or who may become obligated to
--------------
any Grantor under, with respect to or on account of any Receivable or General
Intangible.
"Agency Account" of any Grantor shall mean an account of such Grantor
--------------
maintained for the benefit of the Agent and the Secured Parties pursuant to an
Agency Account Agreement in the form of Exhibit F to the Credit Agreement.
"Cash Collateral Accounts" shall have the meaning assigned to such term in
------------------------
Section 2.06(b).
<PAGE>
"Collateral" shall have the meaning assigned to such term in Section 2.01.
----------
"Contract Rights" shall mean all choses in action and causes of action and all
---------------
other rights of any Grantor of every kind and nature now owned or hereafter
acquired by any Grantor pursuant to (a) all contracts under which Receivables or
General Intangibles arise, (b) all Interest Rate Protection Agreements, (c) the
Recapitalization Agreement, including the Escrow Agreement, (d) all Government
Contracts, (e) all Material Contracts and (f) all other contract rights of any
Grantor.
"Copyright License" shall mean any written agreement (a) granting any right to
-----------------
any third party under any Copyright of any Grantor or (b) granting any right to
any Grantor under any Copyright of any third party.
"Copyrights" shall mean all right, title and interest of any person in and to
----------
all of the following, whether now owned or hereafter acquired:
(a) the federally registered United States and foreign copyrights
described on Schedule 9 hereto and any renewals thereof, as such schedule
may be amended from time to time;
(b) all other United States and foreign copyrights;
(c) all registrations and applications for registration of any such
copyright in the United States or any other country, including
registrations, recordings, supplemental derivative or collective work
registrations and pending applications for registrations in the United
States Copyright Office;
(d) all computer programs, computer data bases, computer program flow
diagrams, source codes and object codes related to any or all of the
foregoing; and
(e) all tangible property embodying or incorporating any or all of the
foregoing.
"Deposit Accounts" shall mean (a) all Agency Accounts, (b) all Cash
----------------
Collateral Accounts, (c) all Government Contract Cash Collateral Accounts and
(d) all other deposit or investment accounts of each Grantor, all funds held
therein and all certificates and instruments, if any, from time to time
representing, evidencing or deposited into such accounts.
"Documents" shall mean all of the books, ledgers, records, computer
---------
programs, tapes, discs, punch cards, data processing software, transaction
files, master files, documents of title, Government Contracts, bills of lading
and warehouse receipts and related property and rights (including computer and
peripheral
-2-
<PAGE>
equipment) of any Grantor pertaining to or referencing the Collateral.
"Equipment" shall mean all equipment now owned or hereafter acquired by any
---------
Grantor, including all items of machinery, equipment, revolvers, semi-automatic
pistols, shotguns, bolt action rifles, archery bows, semi-automatic and
burst/automatic rifles, submachine guns, machine guns, anti-tank/anti-personnel
rocket launchers, single shot and automatic grenade launchers, automatic
cannons, mortars, weapons, simulators, tools, parts, supplies, firing range and
testing equipment, furnishings, computer programs, computer data bases, computer
program flow diagrams and fixtures of every kind, whether affixed to real
property or not, as well as all automobiles, trucks and vehicles of every
description, trailers, handling and delivery equipment, all additions to,
substitutions for, replacements of or accessions to any of the foregoing, all
attachments, components, parts (including spare parts) and accessories whether
installed thereon or affixed thereto and all fuel for any thereof.
"General Intangibles" shall mean all accounts, accounts receivable,
-------------------
Contract Rights, Documents, instruments, chattel paper, money, general
intangibles, intellectual or other property of any kind or nature now owned or
hereafter acquired by any Grantor, including, without limitation, permits,
federal and state tax refunds, reversionary interests in pension plan assets,
inventions, designs, Patents, Copyrights, Licenses, Trademarks and associated
goodwill, trade secrets, confidential or proprietary technical and business
information, customer lists, including all records pertaining to know-how, show-
how or other data or information, software, databases and related documentation,
registrations, franchises, and all other intellectual or other similar property
rights not otherwise described above, but excluding Receivables.
"Government Contract Cash Collateral Account" shall have the meaning
-------------------------------------------
assigned to such term in Section 2.06(a).
"Inventory" shall mean all inventory now owned or hereafter acquired by any
---------
Grantor, including (a) all goods and other personal property (including, without
limitation, FATS I, FATS III, FATS III LE, FATS IV, the Vessel Weapons
Engagement Training Simulator, revolvers, semi-automatic pistols, shotguns, bolt
action rifles, archery bows, semi-automatic and burst/automatic rifles,
submachine guns, machine guns, anti-tank/anti-personnel rocket launchers, single
shot and automatic grenade launchers, automatic cannons, mortars, weapons and
simulators) which are held for sale or lease or are furnished or are to be
furnished under a contract of service or which constitute raw materials, work in
process or materials used or consumed or to be used or consumed in such
Grantor's business, (b) all inventory, wherever located, evidenced by negotiable
and non-negotiable documents of title, warehouse receipts and bills of lading,
(c) all of such Grantor's rights in, to and under all purchase orders now owned
or hereafter received or acquired by it for goods or services and
-3-
<PAGE>
(d) all rights of such Grantor as an unpaid seller, including rescission,
replevin, reclamation and stopping in transit.
"License" shall mean (a) any Patent License, Trademark License, Copyright
-------
License or other license or sublicense as to which any Grantor is now or
hereafter a party and (b) any license, permit, certificates of need,
authorization, certification, accreditation, franchise approval, or grant of
rights by any Governmental Authority, or any other party necessary or
appropriate for the Borrower or any Subsidiary to own, maintain or operate its
business, properties and assets.
"Patent License" shall mean any written agreement (a) granting any right to
--------------
any third party under any Patent of any Grantor or (b) granting any right to any
Grantor under any Patent of any third party.
"Patents" shall mean all right, title and interest of any person in and to
-------
all of the following, whether now owned or hereafter acquired:
(a) all letters patent of the United States or any other country, all
registrations and recordings thereof, and all applications for letters
patent of the United States or any other country, including registrations,
recordings and pending applications in the United States Patent and
Trademark Office or any other country, all as described on Schedule 7
hereto, as such schedule may be amended from time to time;
(b) all other letters patent of the United States or any other country
and all other applications for letters patent of the United States or any
other country; and
(c) all reissues, continuations, divisions, continuations-in-part or
extensions thereof and the inventions disclosed therein, including the
right to make, use and/or sell the inventions disclosed therein.
"Pledged Debt" shall mean (a) the debt securities listed and described in
------------
Part II of Schedule 3 hereto, payable to such Grantor listed therein, and the
instruments evidencing such debt securities, (b) all additional debt securities
hereafter issued and payable to any Grantor and the instruments evidencing such
debt securities, (c) the Intercompany Notes and (d) all payments of principal or
interest, cash, instruments or other property from time to time received,
receivable or otherwise distributed, in respect of, in exchange for or upon the
conversion of the debt securities referred to in clause (a), (b) and (c) above.
"Pledged Interests" shall mean (a) the Capital Stock listed and described
-----------------
in Part I of Schedule 3 hereto, and the certificates, if any, representing such
Capital Stock, (b)(i) all additional Capital Stock of any issuer of the Pledged
Interests
-4-
<PAGE>
from time to time acquired by any Grantor in any manner and (ii) all Capital
Stock of any other person hereafter acquired by any Grantor (which Capital Stock
referred to in the foregoing clauses (i) and (ii) shall be considered to be
Pledged Interests under this Agreement), together in each case with the
certificates representing such additional Capital Stock, and (c) all dividends,
liquidating dividends, stock dividends, distributions, stock or partnership
rights, options, rights to subscribe, cash, instruments and other property and
proceeds from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such listed Capital Stock referenced
in clause (a) above or such additional Capital Stock referenced in clause (b)
above; provided, however, that no shares of Capital Stock of any issuer
-------- -------
incorporated in a jurisdiction outside of the United States of America shall be
included hereunder to the extent that the aggregate amount of shares of Capital
Stock of such issuer pledged hereunder would exceed 65% of the Capital Stock of
such issuer to the extent, and for so long as, the pledge of any greater
percentage would have adverse tax consequences for such Grantor.
"Pledged Securities" shall mean the Pledged Interests and the Pledged Debt.
------------------
"Proceeds" shall mean all proceeds, including (a) whatever is received upon
--------
any collection, exchange, sale or other disposition of any of the Collateral and
any property into which any of the Collateral is converted, whether cash or non-
cash, (b) any and all payments or other property (in whatever form) made or due
and payable on account of any insurance, indemnity, warranty or guaranty payable
to any Grantor with respect to any of the Collateral, (c) any value received as
a consequence of the possession of any Collateral and any payment received from
any insurer or other person as a result of the destruction, loss, theft or other
involuntary conversion of whatever nature of any asset or property which
constitutes Collateral, (d) any and all payments (in any form whatsoever) made
or due and payable in connection with any requisition, confiscation,
condemnation, seizure or forfeiture of all or any part of the Collateral by any
Governmental Authority, (e) any claim of any Grantor against third parties (i)
for past, present or future infringement of any Patent now or hereafter owned by
such Grantor or licensed under a Patent License, (ii) for past, present or
future infringement or dilution of any Trademark now or hereafter owned by such
Grantor or licensed under a Trademark License or injury to the goodwill
associated with any Trademark now or hereafter owned by such Grantor, (iii) for
past, present or future infringement of any Copyright now or hereafter owned by
such Grantor or licensed under a Copyright License and (iv) for past, present or
future breach of any other License and (f) any and all other amounts from time
to time paid or payable under or in connection with any of the Collateral.
"Real Estate" shall mean all real property and all buildings, furnishings
-----------
or fixtures or other improvements to or
-5-
<PAGE>
construction on real property now owned or hereafter acquired by any Grantor,
and all leasehold interests now owned or hereafter acquired by any Grantor in
real property.
"Receivables" shall mean all accounts now or hereafter owing to any
-----------
Grantor, and all accounts receivable, Contract Rights, Documents, instruments or
chattel paper representing amounts payable or monies due or to become due to any
Grantor, arising from the sale of Inventory or the rendition of services in the
ordinary course of business or otherwise, whether or not earned by performance,
or arising from or in connection with any Copyright, Patent, Trademark or
License, together with all Inventory to be returned by or reclaimed from
customers wherever such Inventory is located, and all guaranties, securities and
liens held for the payment of any such account, account receivable, Contract
Right, Document, instrument or chattel paper.
"Secured Obligations" of any Grantor shall mean (a) in the case of the
-------------------
Borrower, all the Obligations and (b) in the case of any Subsidiary Grantor, all
amounts now or hereafter payable by such Subsidiary Grantor under the
Subsidiaries Guarantee Agreement, and (c) in the case of any Grantor, all
expenses (including reasonable counsel fees and expenses) incurred in enforcing
any rights of the Agent and the Secured Parties against such Grantor under this
Agreement.
"Trademark License" shall mean any written agreement (a) granting any right
-----------------
to any third party under any Trademark of any Grantor or (b) granting any right
to any Grantor under any Trademark of any third party.
"Trademarks" shall mean all of the following now or hereafter owned by any
----------
person (a) all trademarks, service marks, trade names, corporate names, company
names, business names, fictitious business names, trade styles, trade dress,
logos, other source or business identifiers, designs and general intangibles of
like nature, now existing or hereafter adopted or acquired, all registrations
and recordings thereof, and all applications filed in connection therewith,
including registrations and applications in the United States Patent and
Trademark Office, any State of the United States or any other country or any
political subdivision thereof, and all extensions or renewals thereof, and (b)
all goodwill associated therewith.
"UCC" shall mean at any time the Uniform Commercial Code as the same may
---
from time to time be in effect in the State of New York; provided that if, by
--------
reason of mandatory provisions of law, the validity or perfection of any
security interest granted herein is governed by the Uniform Commercial Code as
in effect in a jurisdiction other than New York, then, as to the validity or
perfection of such security interest, "UCC" shall mean the Uniform Commercial
Code in effect in such other jurisdiction.
-6-
<PAGE>
SECTION 1.03. UCC Definitions. The uncapitalized terms "account",
---------------
"account debtor", "chattel paper", "contract right", "document", "warehouse
receipt", "bill of lading", "document of title", "instrument", "inventory",
"equipment", "general intangible", "money", "proceeds", "products" and "purchase
money security interest" as used in Section 1.02 or elsewhere in this Agreement
shall have the meanings ascribed thereto in the UCC.
SECTION 1.04. Terms Generally. The definitions in Section 1.02 shall
---------------
apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
All references herein to Articles, Sections, Exhibits and Schedules shall be
deemed references to Articles and Sections of, and Exhibits and Schedules to,
this Agreement unless the context shall otherwise require. Unless otherwise
expressly provided herein, the word "day" means a calendar day.
ARTICLE II
SECURITY INTERESTS
SECTION 2.01. The Security Interests. To secure the due and punctual
----------------------
payment of all Secured Obligations of such Grantor, howsoever created, arising
or evidenced, whether direct or indirect, absolute or contingent, now or
hereafter existing or due or to become due, in accordance with the terms
thereof, (a) each Grantor hereby grants to the Agent, its successors and its
assigns, for the ratable benefit of the Secured Parties, a security interest in,
and (b) each Grantor hereby pledges, and with respect to all Deposit Accounts,
pledges and assigns, to the Agent, its successors and assigns, for the ratable
benefit of the Secured Parties, all of such Grantor's right, title and interest
in, to and under the following, whether now existing or hereafter acquired (all
of which are herein collectively called the "Collateral"):
----------
(i) all Receivables (other than rights to receive payments in
connection with (A) Government Contracts existing as of the Closing Date to
the extent that a grant of a security interest in such rights is prohibited
by the terms of such Government Contract (and any renewals, extensions or
replacements thereof or additional contracts with the same customers as are
parties to such existing Government Contracts, provided that the applicable
Grantor shall have used its reasonable, good faith efforts to cause any
such renewals, extension, replacements or additional contracts to be
included in the Collateral), (B) Government Contracts entered into after
the Closing Date that collectively have an aggregate value of less than
$100,000 to the extent that a grant of a security
-7-
<PAGE>
interest in such rights is prohibited by the terms of such Government
Contract or (C) Government Contracts to the extent that a grant of a
security interest in such rights is prohibited by applicable law);
(ii) all General Intangibles (other than rights to receive payments in
connection with (A) Government Contracts existing as of the Closing Date to
the extent that a grant of a security interest in such rights is prohibited
by the terms of such Government Contract (and any renewals, extensions or
replacements thereof or additional contracts with the same customers as are
parties to such existing Government Contracts, provided that the applicable
Grantor shall have used its reasonable, good faith efforts to cause any
such renewals, extension, replacements or additional contracts to be
included in the Collateral), (B) Government Contracts entered into after
the Closing Date that collectively have an aggregate value of less than
$100,000 to the extent that a grant of a security interest in such rights
is prohibited by the terms of such Government Contract or (C) Government
Contracts to the extent that a grant of a security interest in such rights
is prohibited by applicable law);
(iii) all Equipment;
(iv) all Inventory;
(v) all Pledged Securities;
(vi) all Deposit Accounts;
(vii) to the extent not included in the foregoing (and except to the
extent expressly excluded from the foregoing), all other personal property,
whether tangible or intangible, and wherever located; and
(viii) to the extent not otherwise included, all Proceeds and products
of any or all of the foregoing, whether existing on the date hereof or
arising hereafter.
SECTION 2.02. Continuing Liability of each Grantor. Anything herein to
------------------------------------
the contrary notwithstanding, each Grantor shall remain liable to observe and
perform all the terms and conditions to be observed and performed by it under
any contract, agreement, warranty or other obligation with respect to the
Collateral, and shall do nothing to impair the security interests herein
granted. Neither the Agent nor any Secured Party shall have any obligation or
liability under any such contract, agreement, warranty or obligation by reason
of or arising out of this Agreement or the receipt by the Agent or any Secured
Party of any payment relating to any Collateral, nor shall the Agent or
-8-
<PAGE>
any Secured Party be required to perform or fulfill any of the obligations of
any Grantor with respect to any of the Collateral, to make any inquiry as to the
nature or sufficiency of any payment received by it or the sufficiency of the
performance of any party's obligations with respect to any Collateral.
Furthermore, neither the Agent nor any Secured Party shall be required to file
any claim or demand to collect any amount due or to enforce the performance of
any party's obligations with respect to the Collateral.
SECTION 2.03. Delivery of Pledged Securities and Chattel Paper. All
------------------------------------------------
certificates or instruments representing or evidencing the Pledged Securities
shall be delivered to and held by or on behalf of the Agent, for the ratable
benefit of the Secured Parties, pursuant hereto and shall be in suitable form
for transfer by delivery, duly endorsed and shall be accompanied by duly
executed instruments of transfer or assignment in blank with signatures
appropriately guaranteed, and accompanied in each case by any required transfer
tax stamps, all in form and substance satisfactory to the Agent. The Agent
shall have the right, at any time in its discretion and without notice to any
Grantor after the occurrence and during the continuance of an Event of Default,
to cause any or all of the Pledged Interests and other Pledged Securities to be
transferred of record into the name of the Agent or its nominee.
SECTION 2.04. Security Interests Absolute. All rights of the Agent and
---------------------------
the Secured Parties hereunder, and all obligations of each Grantor hereunder,
shall be absolute and unconditional and, without limiting the generality of the
foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in
respect of any Secured Obligation, Note or any other document evidencing or
securing any Secured Obligation, by operation of law or otherwise;
(b) any modification or amendment or supplement to the Credit Agreement,
any Note, any Collateral Document or any other document evidencing or
securing any Secured Obligation;
(c) any release, non-perfection or invalidity of any direct or indirect
security for any Secured Obligation;
(d) any change in the existence, structure or ownership of the Borrower,
any Grantor or any other Loan Party, or any insolvency, bankruptcy,
reorganization or other similar proceeding affecting the Borrower, any
Grantor or any other Loan Party or its assets or any resulting
disallowance, release or discharge of all or any portion of the Secured
Obligations;
-9-
<PAGE>
(e) the existence of any claim, set-off or other right which any Grantor
may have at any time against the Borrower, any Grantor, any other Loan
Party, the Agent, any Secured Party or any other corporation or person,
whether in connection herewith or any unrelated transactions; provided that
--------
nothing herein shall prevent the assertion of any such claim by separate
suit or compulsory counterclaim;
(f) any invalidity or unenforceability for any reason of any Secured
Obligation relating to or against the Borrower, any Grantor or any other
Loan Party, or any provision of applicable law or regulation purporting to
prohibit the payment by the Borrower, any Grantor or any other Loan Party
of the Secured Obligations;
(g) any failure by the Agent or any Secured Party (i) to file or enforce
a claim against the Borrower, any Grantor or any other Loan Party or its
estate (in a bankruptcy or other proceeding), (ii) to give notice of the
existence, creation or incurrence by the Borrower, any Grantor or any other
Loan Party of any new or additional indebtedness or obligation under or
with respect to the Secured Obligations, (iii) to commence any action
against the Borrower, any Grantor or any other Loan Party, (iv) to disclose
to the Borrower, any Grantor or any other Loan Party any facts which the
Agent or any Secured Party may now or hereafter know with regard to the
Borrower, any Grantor or any other Loan Party or (v) to proceed with due
diligence in the collection, protection or realization upon any collateral
securing the Secured Obligations; or
(h) any other act or omission to act or delay of any kind by the
Borrower, any Grantor, any other Loan Party, the Agent, any Secured Party
or any other person or any other circumstance whatsoever which might, but
for the provisions of this clause, constitute a legal or equitable
discharge of any Grantor's obligations hereunder.
SECTION 2.05. Sales and Collections. (a) Each Grantor is authorized (i)
---------------------
to sell Collateral in accordance with the Credit Agreement and (ii) to use and
dispose of the Collateral in any lawful manner not inconsistent with the
provisions of this Agreement, the Credit Agreement and the other Loan Documents.
Notwithstanding the foregoing, the Agent may, upon the occurrence of any Event
of Default, without cause or notice, curtail or terminate such authority at any
time.
(b) Each Grantor is authorized to collect amounts owing to it with respect
to the Collateral, subject to the rights of the Agent under Section 2.06 and
Article VI of this Agreement.
-10-
<PAGE>
SECTION 2.06. Segregation of Proceeds. (a) Each Grantor authorizes the
-----------------------
Agent to establish and maintain at the principal office of the Agent a bank
account (a "Government Contract Cash Collateral Account") which will contain
-------------------------------------------
moneys paid by a Governmental Authority to the Agent under a Government Contract
and pursuant to an Instrument of Assignment, substantially in the form of
Exhibit D-1, or any other equivalent instrument of assignment executed and
delivered by such Grantor. Any moneys received by the Agent directly from a
Governmental Authority obligated to make payments under a Government Contract to
such Grantor or from such Grantor pursuant to clause (c) of this Section 2.06,
whether consisting of checks, notes, drafts, bills of exchange, money orders,
commercial paper, wire transfer, ACH method or other form of cash Proceeds
received as moneys paid pursuant to a Government Contract, shall be deposited
promptly in the applicable Government Contract Cash Collateral Account, and
until so deposited shall be held in trust for the Agent and the Secured Parties.
Such moneys received, when deposited, shall continue to be security for the
Secured Obligations (until withdrawn by the Agent and transferred to the
applicable Grantor) and shall not constitute payment thereof until applied as
hereinafter provided. Except as provided in this Section 2.06, the Agent shall
have sole dominion and control over the funds deposited in each of the
Government Contract Cash Collateral Accounts, and such funds may be withdrawn
therefrom only by the Agent, provided, however, so long as no Event of Default
-------- -------
shall have occurred and be continuing, the Agent shall transfer to an account
designated by the applicable Grantor any funds that have been deposited in a
Government Contract Cash Collateral Account (i) on the same Business Day of such
deposit therein if such deposit is made on or prior to 12:00 (noon), Charlotte
time, and (ii) on the next Business Day of such deposit therein if such deposit
is made after 12:00 (noon), Charlotte time. Upon the occurrence and during the
continuance of an Event of Default, all rights of each Grantor to receive funds
from the Government Contract Cash Collateral Account shall be terminated and the
Agent shall have sole dominion and control over the funds (including all rights
under Article VI of this Agreement with respect to such funds) deposited in the
Government Contract Cash Collateral Accounts.
(b) Upon the occurrence and during the continuance of an Event of Default,
the Agent shall have the right to cause to be opened and maintained at the
principal office of the Agent bank accounts (the "Cash Collateral Accounts")
------------------------
which will contain only Proceeds of Collateral (other than Proceeds from
Government Contracts that are being deposited into a Government Contract Cash
Collateral Account) of a particular Grantor. Any cash proceeds (as such term is
defined in Section 9-306(1) of the UCC) received by the Agent directly from
Account Debtors obligated to make payments under Receivables or General
Intangibles to such Grantor or from such Grantor pursuant to clause (c) of this
Section 2.06, whether consisting of checks, notes, drafts, bills of exchange,
money orders, commercial paper or other Proceeds received on account of any
Collateral, shall be promptly
-11-
<PAGE>
deposited in the Cash Collateral Account, and until so deposited shall be held
in trust for the Agent and the Secured Parties and shall not be commingled with
any funds not constituting Proceeds of the Collateral. Each Cash Collateral
Account shall be designated with the title "NationsBank, N.A. (South), as Agent
under the Credit Agreement dated as of July 31, 1996 among Firearms Training
Systems, Inc., the Lenders party thereto and the Agent." Such Proceeds, when
deposited, shall continue to be security for the Secured Obligations and shall
not constitute payment thereof until applied as hereinafter provided. The Agent
shall have sole dominion and control over the funds (including all rights under
Article VI of this Agreement with respect to such funds) deposited in the Cash
Collateral Account, and such funds may be withdrawn therefrom only by the Agent.
(c) Each Grantor shall cause all money received or collected by it with
respect to a Government Contract subject to an Instrument of Assignment,
substantially in the form of Exhibit D-1, or any other equivalent instrument of
assignment to be delivered to the Agent forthwith upon receipt by such Grantor,
and upon notice by the Agent to the Borrower, that a Cash Collateral Account has
been opened, each Grantor shall cause all other cash Proceeds collected by it to
be delivered to the Agent forthwith upon receipt, in each case, in the original
form in which received (with such endorsements or assignments as may be
necessary to permit collection thereof by the Agent), and for such purpose each
Grantor hereby irrevocably authorizes and empowers the Agent, its officers,
employees and authorized agents to endorse and sign the name of such Grantor on
all checks, drafts, money orders or other media of payment so delivered, and
such endorsements or assignments shall, for all purposes, be deemed to have been
made by such Grantor prior to any endorsement or assignment thereof by the
Agent. The Agent may use any convenient or customary means for the purpose of
collecting such checks, drafts, money orders or other media of payment.
SECTION 2.07. Verification of Receivables. Upon the occurrence and
---------------------------
during the continuance of an Event of Default, the Agent shall have the right to
make test verifications of Receivables in any manner and through any medium that
it considers advisable, and each Grantor agrees to furnish all such assistance
and information as the Agent may require in connection therewith. Upon the
occurrence and during the continuance of an Event of Default, each Grantor, at
its own expense, will cause its financial officer to furnish to the Agent at any
time and from time to time promptly upon the Agent's request, the following
reports: (a) a reconciliation of all Receivables, (b) an aging of all
Receivables, (c) trial balances and (d) a test verification of such Receivables
as the Agent may request.
SECTION 2.08. Release of Collateral. (a) Each Grantor may sell or
---------------------
realize upon or transfer or otherwise dispose of Collateral to the extent
expressly permitted by, and in accordance with, Section 2.05, and the security
interests of the Agent and the Secured Parties in such Collateral so sold,
-12-
<PAGE>
realized upon or disposed of (but not in the Proceeds arising from such sale,
realization or disposition) shall cease immediately upon such sale, realization
or disposition, without any further action on the part of the Agent or the
Secured Parties, provided that the Permitted Drop Down Transaction permitted
--------
under Section 6.05(a)(iv)(E) of the Credit Agreement shall not constitute a
release of the security interests granted hereunder in the Collateral (such
security interests remaining vested (i) in the Collateral regardless of whether
title passes to Newco after FATS' contribution to Newco pursuant to the
Permitted Drop Down Transaction, (ii) in any Collateral retained by FATS after
such contribution and (iii) in the Collateral acquired by Newco after such
contribution). The Agent, if requested in writing by any Grantor, but at the
expense of such Grantor, is hereby authorized and instructed to deliver to the
Account Debtor or the purchaser or other transferee of any such Collateral,
applicable UCC termination statements for such Collateral and a certificate
stating that the Agent and the Secured Parties no longer have a security
interest therein, and such Account Debtor or such purchaser or other transferee
shall be entitled to rely conclusively on such certificate for any and all
purposes.
(b) Upon (i) the indefeasible payment in full in cash of all of the Secured
Obligations, (ii) the termination of the Commitments, (iii) the cancellation or
expiration of all Letters of Credit and the reimbursement in full of all Letter
of Credit Disbursements and (iv) the satisfaction by the Borrower of all terms
and conditions hereof, the Credit Agreement, the Notes, the Collateral Documents
and all other documents or agreements governing the Secured Obligations, the
Agent will (as soon as reasonably practicable after receipt of notice from any
Grantor requesting the same, but at the expense of such Grantor) (A) execute and
deliver to such Grantor for each filing made under Section 4.01 or 4.02 to
perfect the security interests granted to the Agent and the Secured Parties
hereunder, a termination statement prepared by such Grantor and furnished to the
Agent to the effect that the Agent and the other Secured Parties no longer claim
a security interest under such filing and (B) deliver to such Grantor all
documents and instruments previously pledged to the Agent hereunder.
SECTION 2.09. Amendment of Schedules. Each Grantor hereby authorizes the
----------------------
Agent to modify this Agreement by amending Schedules 7, 8, 9 and 10 hereto or to
add additional schedules hereto to include any asset or item that may be
Copyrights, Patents, Trademarks, Licenses or any other type of Collateral, as
the case may be, under this Agreement.
-13-
<PAGE>
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Grantors jointly and severally represent and warrant to the Agent and
each of the Secured Parties that:
SECTION 3.01. Pledged Securities. All Pledged Securities have been duly
------------------
authorized and validly issued by the issuers thereof and, in the case of Pledged
Securities consisting of Capital Stock, are fully paid and nonassessable. None
of the Pledged Securities are subject to options to purchase or similar rights
of any person. No Grantor is or will become a party to or otherwise bound by
any agreement, other than this Agreement, which restricts in any manner the
rights of any present or future holder of any of the Pledged Interests with
respect thereto.
SECTION 3.02. Validity, Perfection, Assignment and Priority of Security
---------------------------------------------------------
Interests. (a) By complying with Section 4.01 and by delivering all
- ---------
certificates or instruments, if any, representing or evidencing the Collateral
to the Agent, each Grantor will have created a valid and duly perfected security
interest in favor of the Agent for the benefit of the Secured Parties as
security for the due and punctual payment of all Secured Obligations of such
Grantor in all Collateral and identifiable Proceeds of such Collateral, as to
which a security interest may be perfected by (i) filing UCC financing
statements, (ii) filing at the United States Patent and Trademark Office or the
United States Copyright Office pursuant to 35 U.S.C. (S)1060 and 17 U.S.C.
(S)205, as applicable and (iii) possession. Continuing compliance by each
Grantor with the provisions of Section 4.02 will also (A) create and duly
perfect valid security interests in all Collateral acquired or otherwise coming
into existence after the date hereof and in all identifiable Proceeds of such
Collateral as security for the due and punctual payment of all Secured
Obligations of such Grantor and (B) cause such security interests in all
Collateral and in all Proceeds which are (I) identifiable cash Proceeds of
Collateral covered by financing statements required to be filed hereunder, (II)
identifiable Proceeds in which a security interest may be perfected by such
filing under the UCC and (III) any Proceeds in the Deposit Accounts to be duly
perfected under the UCC. By complying with Section 4.01(d), each Grantor shall
have assigned to the Agent all moneys due or to become due under each such
Government Contract referred to in such Section.
(b) The security interests of the Agent in the Collateral rank first in
priority, except that the priority of the security interests may be subject to
Liens permitted under Section 6.02 of the Credit Agreement. Other than
financing statements or other similar documents perfecting the security
interests or deed of trust liens of the Agent and the protective filings filed
by the lessors of certain equipment leased by the Grantors, no financing
statements, deeds of trust, mortgages or similar documents covering all or any
part of the Collateral other than with
-14-
<PAGE>
respect to Liens permitted under Section 6.02 of the Credit Agreement are on
file or of record in any government office in any jurisdiction in which such
filing or recording would be effective to perfect a security interest in such
Collateral, nor is any of the Collateral in the possession of any person (other
than a Grantor) asserting any claim thereto or security interest therein.
SECTION 3.03. Patents, Trademarks and Copyrights. Schedules 7, 8 and 9
----------------------------------
correctly set forth all of each Grantor's registered Patents, Trademarks and
Copyrights, respectively and Schedule 10 correctly sets forth all of each
Grantor's material Licenses. Each of the Patents, Trademarks and Copyrights are
subsisting, other than those Patents, Trademarks and Copyrights indicated as
"abandoned" or "dropped" on Schedules 8, 9 and 10, respectively, as of the date
hereof, and have not been adjudged invalid or unenforceable, in whole or in
part.
SECTION 3.04. Enforceability of Receivables and General Intangibles. To
-----------------------------------------------------
the knowledge of each Grantor, each Receivable and General Intangible is a valid
and binding obligation of the related Account Debtor in respect thereof,
enforceable in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights generally and by
general provisions of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law), and complies with any
applicable legal requirements.
SECTION 3.05. Place of Business, Location of Collateral. Schedule 2
-----------------------------------------
correctly sets forth (a) each Grantor's chief executive office and principal
place of business and (b) the offices of each Grantor where records concerning
Receivables and General Intangibles are kept. Schedule 4 correctly sets forth
the location of all Equipment and Inventory of each Grantor, other than rolling
stock, vessels, aircraft and goods in transit. Except for goods in transit and
except as otherwise specified in Schedule 4, all Inventory and Equipment has
been located at the addresses specified on Schedule 4 at all times during the
four-month period prior to the date hereof while owned by the applicable
Grantor. No Inventory is evidenced by a negotiable document of title, warehouse
receipt or bill of lading. No non-negotiable document of title, warehouse
receipt or bill of lading has been issued to any person other than a Grantor,
and such Grantor has retained possession of all of such non-negotiable
documents, warehouse receipts and bills of lading. No amount payable under or
in connection with any of the Collateral is evidenced by promissory notes or
other instruments other than instruments evidencing the Pledged Debt which have
been delivered to the Agent hereunder.
SECTION 3.06. Trade Names. Any and all trade names, division names,
-----------
assumed names or other names under which any Grantor transacts, or at any time
during the past five years
-15-
<PAGE>
prior to the date hereof has transacted, business are specified on Schedule 5.
SECTION 3.07. Outstanding Interests. The Capital Stock listed on
---------------------
Schedule 3 constitutes (i) 100% of the Capital Stock of all Domestic
Subsidiaries and (ii) 65% of the Capital Stock of all Foreign Subsidiaries.
SECTION 3.08. Licensor Consents. Each Grantor has obtained all requisite
-----------------
material consents or approvals by the licensor of each License (including each
License involving Material Intellectual Property) to which such Grantor is a
licensee (other than any consent or approval for any such License that cannot be
obtained on or prior to the Closing Date) to effect the assignment of all of
such Grantor's right, title and interests thereunder to the Agent or its
designee and to effect the sub-license contemplated under Section 6.12 upon and
during the continuance of an Event of Default, and such consents are listed on
Schedule 10.
SECTION 3.09. Motor Vehicles and Other Rolling Stock. Schedule 11
--------------------------------------
correctly sets forth all of each Grantor's motor vehicles and other rolling
stock.
SECTION 3.10. Accounts. Each primary collection account, each primary
--------
operating account and each primary investment account of the Borrower and each
Subsidiary Grantor is an Agency Account. Schedule 12 correctly sets forth all
of each Grantor's collection, operating and investment accounts, the financial
institutions therewith, the address of such financial institutions, the account
number of each account and the purpose for which such account is used.
SECTION 3.11. Government Contracts. Schedule 13 correctly sets forth (i)
--------------------
each Government Contract with a current or potential dollar value in excess of
$500,000, (ii) the corresponding Contract No. (if applicable) of each such
Government Contract, (iii) the corresponding contracting Governmental Authority,
the contracting officer or agency head and the disbursing officer of each such
Government Contract and (iv) the dollar value of each such Government Contract
(including, if applicable, current and potential dollar values thereof). Except
as set forth on Schedule 13 hereof, all U.S. federal Government Contracts with a
current or potential value in excess of $500,000 and in existence on the date
hereof are in compliance with clauses (i), (ii) and (iii) of Section 4.23.
-16-
<PAGE>
ARTICLE IV
COVENANTS
Each Grantor covenants and agrees with the Agent that until (a) all the
Secured Obligations have been indefeasibly paid in full in cash, (b) the
Commitments have been terminated, (c) the cancellation or expiration of all
Letters of Credit and the reimbursement in full of all Letter of Credit
Disbursements and (d) all terms and conditions hereof, the Credit Agreement, the
Notes, the Collateral Documents and all other documents or agreements governing
the Secured Obligations have been satisfied, each Grantor will comply with the
following:
SECTION 4.01. Perfection of Security Interests. (a) Each Grantor will,
--------------------------------
at its expense, cause all filings and recordings and other actions specified on
Schedule 6 to have been completed and filed on or prior to the Closing Date.
(b) Each Grantor, at its expense, will cause fully executed Assignments of
Security Interests, substantially in the forms of Exhibits A and B hereto, as
applicable, to have been completed and filed within 30 days after the Closing
Date by the United States Patent and Trademark Office and the United States
Copyright Office pursuant to 35 U.S.C. (S) 261, 15 U.S.C. (S) 1060 or 17 U.S.C.
(S) 205, as applicable, to perfect the security interests granted to the Agent
in the federally registered Copyrights, Patents, Trademarks and Licenses.
(c) Each Grantor, at its expense, will cause each of the accounts listed on
Schedule 12 to be Agency Accounts on or prior to the Closing Date.
(d) Each Grantor, at its expense, will use its best efforts to cause to be
delivered to the Agent within 60 days after the Closing Date, fully executed
acknowledgment copies by the applicable Governmental Authority of each Notice of
Assignment, substantially in the form of Exhibit D-2, as required under the
Assignment of Claims Act of 1940, as amended, in order to assign all moneys due
or to become due under each Governmental Contract (other than (i) those
Government Contracts identified as completed, (ii) Government Contract 65-02F-
0414D with the General Services Administration and (iii) those Government
Contracts identified on Schedule 13 as non-assignable) with a total current or
potential value exceeding $500,000, as set forth on Schedule 13, and entered
into by such Grantor with any U.S. federal Governmental Authority.
SECTION 4.02. Further Actions. (a) At all times after the Closing Date,
---------------
each Grantor will, at its own expense, comply with the following:
(i) as to all Receivables, General Intangibles, Equipment, Inventory,
Pledged Securities and Deposit Accounts, it will cause UCC financing
statements and
-17-
<PAGE>
continuation statements to be filed and to be on file in all applicable
jurisdictions (except with respect to goods in transit) as required to
perfect the security interests granted to the Agent for the ratable benefit
of the Secured Parties hereunder, to the extent that applicable law permits
perfection of a security interest by filing under the UCC;
(ii) as to all Proceeds, it will cause all UCC financing statements and
continuation statements filed in accordance with clause (i) above to
include a statement or a checked box indicating that Proceeds of all items
of Collateral described therein are covered;
(iii) upon the request of the Agent, it will ensure that the provisions
of Section 2.06 are complied with;
(iv) as to any Capital Stock owned or hereafter acquired by any Grantor,
the applicable Grantor will immediately pledge and deliver the
corresponding certificates, upon the acquisition or certification thereof,
or other instruments to the Agent for the benefit of the Secured Parties as
part of the Pledged Interests duly endorsed in a manner satisfactory to the
Agent;
(v) as to any amount payable under or in connection with any of the
Collateral which shall be or shall become evidenced by any promissory note,
chattel paper or other instrument, the applicable Grantor will immediately
pledge and deliver such note or other instrument to the Agent for the
benefit of the Secured Parties as part of the Pledged Debt duly endorsed in
a manner satisfactory to the Agent;
(vi) as to all Real Estate leased by a Grantor after the date hereof,
such Grantor shall use commercially reasonable efforts to obtain waivers
from the landlords of all such real estate, substantially in the form of
Exhibit C hereto or in such other form as shall be acceptable to the Agent;
(vii) as to all federally registered Patents, Trademarks, Copyrights
and Licenses hereafter acquired by any Grantor, it will cause fully
executed Assignments of Security Interests, substantially in the forms of
Exhibits A and B hereto, as applicable, to be received and recorded within
three months after any such acquisition with respect to Patents and
Trademarks and within one month after any such acquisition with respect to
Copyrights by the United States Patent and Trademark Office and the United
States Copyright Office pursuant to 35 U.S.C. (S) 261, 15 U.S.C. (S) 1060
or 17 U.S.C. (S) 205, as applicable, to protect the validity
-18-
<PAGE>
and first priority of and to perfect a valid first priority security
interest in favor of the Agent in respect of such hereafter acquired
Patents, Trademarks, Copyrights and Licenses to the extent that a security
interest may be perfected by filing in the United States and its political
subdivisions, territories and possessions pursuant to applicable federal
law;
(viii) as to all material Licenses entered into after the date hereof
with any third party licensor, the applicable Grantor will use its best
efforts to obtain all requisite consents or approvals by the licensor to
effect the assignment of all of such Grantor's right, title and interest
thereunder to the Agent or its designee and to effect the sub-license
contemplated under Section 6.12 upon and during the continuance of an Event
of Default and such Grantor shall provide immediate written notice to the
Agent upon failure to obtain such consent or approval; and
(ix) as to any motor vehicles or other rolling stock acquired by any
Grantor after the date hereof (other than motor vehicles and rolling stock
of all such Grantors that collectively have an aggregate fair market value
of less than $350,000), such Grantor shall cause the security interests
granted hereunder to be noted on the certificate of title thereof and
immediately deliver such certificate of title to the Agent and take any
other actions necessary in order to perfect the Agent's security interests
in such certificate of title.
(x) as to any Government Contract entered into by any Grantor after the
date hereof, such Grantor shall (A) notify the Agent of such Contract and
provide information thereof to the Agent as required by Schedule 13 and (B)
take all such action reasonably requested by the Agent in order to (I)
perfect the security interests granted hereunder in such Government
Contract, (II) assign any right of payment or moneys due or to become due
under such Government Contract to the Agent (including executing and
delivering fully completed Instruments of Assignment, substantially in the
form of Exhibit D-1) or (III) realize any equivalent objective of the
foregoing clauses (I) and (II) for any Government Contract that has a value
(potential or current) exceeding $500,000 or for any other Government
Contract that the Agent may reasonably request.
(b) Each Grantor will, from time to time and at its own expense, execute,
deliver, file or record such financing statements pursuant to the UCC,
applications for certificates of title and such other statements, assignments,
instruments, documents, agreements or other papers and take any other action
-19-
<PAGE>
that may be necessary or desirable, or that the Agent may reasonably request, in
order to create, preserve, perfect, confirm or validate the security interests,
to enable the Agent and the Secured Parties to obtain the full benefits of this
Agreement or to enable the Agent to exercise and enforce any of its rights,
powers and remedies hereunder, including, without limitation, its right to take
possession of the Collateral, and will use its best efforts to obtain such
waivers from landlords and mortgagees as the Agent may request.
(c) To the fullest extent permitted by law, each Grantor authorizes the
Agent (i) to sign and file financing and continuation statements and amendments
thereto with respect to the Collateral without its signature thereon and, (ii)
to the fullest extent permitted by law, file this Agreement in any UCC filing
jurisdiction as a financing statement with respect to the Collateral. In
furtherance of the foregoing, each Grantor hereby irrevocably constitutes and
appoints the Agent, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the place and
stead of such Grantor and in the name of such Grantor, or in its own name, from
time to time in the Agent's reasonable discretion, to execute, deliver, file or
record financing statements pursuant to the UCC as may be necessary or
desirable, in order to create, preserve, perfect, confirm or validate the
security interests.
SECTION 4.03. Change of Name, Identity or Structure. No Grantor will
-------------------------------------
change its name, identity or corporate structure in any manner except to the
extent expressly permitted under Section 6.05 of the Credit Agreement.
Furthermore, no Grantor shall take any such action permitted under Section 6.05
of the Credit Agreement unless it shall have given the Agent at least 30 days'
prior written notice thereof and shall have taken all action (or made
arrangements to take such action substantially simultaneously with such change
if it is impossible to take such action in advance) necessary or desirable or as
may be reasonably requested by the Agent, to amend any financing statement or
continuation statement relating to the security interests granted hereby in
order to preserve such security interests and to effectuate or maintain the
priority thereof against all persons.
SECTION 4.04. Place of Business and Collateral. No Grantor will change
--------------------------------
the location of (a) any of its places of business, (b) its chief executive
office or (c) any of the offices or other locations where it keeps or holds any
Collateral or any records relating thereto from the applicable location listed
on Schedule 2 or 5 hereto (including the establishment of any new office or
facility) unless, prior to such change, (i) it notifies the Agent of such
change, (ii) makes all UCC filings required by Section 4.02 and (iii) takes all
other action necessary or desirable or that the Agent may reasonably request, to
preserve, perfect, confirm and protect the security interests granted hereby.
No Grantor will change the location of any Collateral if such change would cause
the security interest granted hereby in such Collateral to lapse or cease to be
perfected.
-20-
<PAGE>
SECTION 4.05. Fixtures. No Grantor will permit any Equipment to become a
--------
fixture to real property not covered by a Mortgage unless it shall have given
the Agent at least 10 days' prior written notice thereof and shall have taken
all such action and delivered or caused to be delivered to the Agent all
instruments and documents, including, without limitation, waivers and
subordination agreements by any landlords and mortgagees, and filed all
financing statements necessary or reasonably requested by the Agent, to preserve
and protect the security interest granted herein and to effectuate or maintain
the priority thereof against all persons.
SECTION 4.06. Maintenance of Records. Each Grantor will keep and
----------------------
maintain at its own cost and expense complete books and records relating to the
Collateral which are satisfactory to the Agent, including, without limitation, a
record of all payments received and all credits granted with respect to the
Collateral and all of its other dealings with the Collateral. Each Grantor will
mark its instruments and chattel paper to evidence this Agreement and the
security interests granted hereby. For the further security of the Agent and
the other Secured Parties, each Grantor agrees that the Agent shall have a
special property interest in each Grantor's Documents and chattel paper and,
upon the occurrence and during the continuance of an Event of Default, such
Grantor shall deliver and turn over any Document or chattel paper to the Agent
or to its representatives at any time on demand of the Agent, unless such
Document is a Government Contract that expressly prohibits possession thereof by
any party other than such Grantor and the applicable Governmental Authority.
SECTION 4.07. Compliance with Laws, etc. Each Grantor will comply in all
-------------------------
material respects with all applicable statutes, rules, regulations, and orders
of, and all applicable restrictions imposed by, the United States of America,
foreign countries, states, provinces and municipalities, and of or by any
Governmental Authority, including any court, arbitrator or grand jury, in
respect of the Collateral (including Environmental Laws), except such as are
being contested in good faith by appropriate proceedings promptly initiated and
diligently conducted and if such reserve or other appropriate provision, if any,
as shall be required by GAAP shall have been made therefor or the failure to so
comply could not reasonably be expected to have a Material Adverse Effect.
SECTION 4.08. Payment of Taxes, etc. Each Grantor will pay all taxes,
---------------------
assessments and other governmental charges or levies imposed upon the Collateral
or in respect of any of its income or profits therefrom when the same become due
and payable, but in any event before any penalty or interest accrues thereon,
and all claims (including claims for labor, services, materials and supplies)
for sums which have become due and payable and which by law have or might become
a Lien upon any of its properties or assets, and promptly reimburse the Agent or
any Secured Party for any such taxes, assessments, charges or claims paid by
them;
-21-
<PAGE>
provided that no such tax, assessment, charge or claim need be paid or
- --------
reimbursed if being contested in good faith by appropriate proceedings promptly
initiated and diligently conducted and if such reserves or other appropriate
provision, if any, as shall be required by GAAP shall have been made therefor
and be adequate in the good faith judgment of such Grantor.
SECTION 4.09. Compliance with Terms of Accounts, Contracts and Licenses.
---------------------------------------------------------
Each Grantor will perform and comply in all material respects with all of its
obligations under all agreements relating to the Collateral to which it is a
party or by which it is bound.
SECTION 4.10. Limitation on Liens on Collateral. No Grantor will create,
---------------------------------
permit or suffer to exist, but will defend the Collateral and each Grantor's
rights with respect thereto against and take such other action as is necessary
to remove, any security interest, encumbrance, claim or other Lien in respect of
the Collateral other than the security interests created hereunder and the Liens
permitted under Section 6.02 of the Credit Agreement.
SECTION 4.11. Limitations on Modifications of Receivables and General
-------------------------------------------------------
Intangibles; No Waivers or Extensions. No Grantor will (a) other than in the
- -------------------------------------
ordinary cause of business, amend, modify, terminate or waive any provision of
any Receivable or General Intangible in any manner which might have a material
adverse effect on the value of such Receivable or General Intangible, (b) fail
to exercise or pursue promptly and diligently each and every material right
which it may have under each material Receivable and General Intangible or (c)
fail to deliver to the Agent a copy of each material demand, notice or document
received by it relating in any way to any material Receivable or General
Intangible. No Grantor will, without the prior written consent of the Secured
Parties, grant any extension of the time of payment of any material Receivable
or amounts due under any material General Intangible, compromise, compound or
settle the same for less than the full amount thereof, release, wholly or
partly, any person liable for the payment thereof or allow any credit or
discount whatsoever thereon other than trade discounts granted in the normal
course of business, except such as in the reasonable judgment of such Grantor is
advisable to enhance the collectability thereof.
SECTION 4.12. Maintenance of Insurance. The Grantors, at their own
------------------------
expense, shall maintain or cause to be maintained insurance covering physical
loss or damage to the Inventory and Equipment in accordance with Section 5.02 of
the Credit Agreement. Each Grantor irrevocably makes, constitutes and appoints
the Agent (and all officers, employees or agents designated by the Agent) as
such Grantor's true and lawful agent (and attorney-in-fact) for the purpose,
during the continuance of an Event of Default, of making, settling and adjusting
claims in respect of Collateral under policies of insurance, endorsing the name
of such Grantor on any check, draft, instrument or other
-22-
<PAGE>
item of payment for the proceeds of such policies of insurance and for making
all determinations and decisions with respect thereto. In the event that any
Grantor at any time or times shall fail to obtain or maintain any of the
policies of insurance required hereby or to pay any premium in whole or part
relating thereto, the Agent may, without waiving or releasing any obligation or
liability of the Grantors hereunder or any Event of Default, in its sole
discretion, obtain and maintain such policies of insurance and pay such premium
and take any other actions with respect thereto as the Agent deems advisable.
All sums disbursed by the Agent in connection with this Section 4.12, including
reasonable and invoiced attorneys' fees, court costs, out-of-pocket expenses and
other charges relating thereto, shall be payable, upon demand, by the Grantors
to the Agent and shall be additional Secured Obligations secured hereby.
SECTION 4.13. Limitations on Dispositions of Collateral. No Grantor will
-----------------------------------------
directly or indirectly (through the sale of stock, merger or otherwise) sell,
transfer, lease or otherwise dispose of any of the Collateral, or attempt, offer
or contract to do so, except as permitted under Section 2.05. The inclusion of
Proceeds of the Collateral under the security interests granted under Section
2.01 shall not be deemed a consent by the Agent to any sale or disposition of
any Collateral other than as permitted by this Section 4.13.
SECTION 4.14. Periodic Certification. Each year, at the time of delivery
----------------------
of annual financial statements with respect to the preceding fiscal year
pursuant to Section 5.04(a) of the Credit Agreement, the Borrower shall deliver
to the Agent a certificate executed by a financial officer of the Borrower (a)
setting forth the information required pursuant to Section 2 of the Perfection
Certificate, (b) certifying that all UCC financing statements or other
appropriate filings, recordings or registrations, including all refilings,
rerecordings and reregistrations, containing a description of the Collateral
have been filed of record in each governmental, municipal or other appropriate
office in each jurisdiction identified pursuant to clause (a) above to the
extent necessary to protect and perfect the security interests created under
Section 2.01 for a period of not less than 18 months after the date of such
certificate and (c) certifying that the Borrower and each Grantor have complied
with all actions required to be taken by the Borrower or such Grantor under
Section 4.02(a).
SECTION 4.15. Notices. Each Grantor will advise the Agent promptly and
-------
in reasonable detail after it becomes aware of, (a) any security interest,
material encumbrance or material claim made or other Lien asserted against any
of the Collateral, (b) any material change in the composition of the Collateral
and (c) the occurrence of any other event which would have a material adverse
effect on the aggregate value of the Collateral or on the security interests
granted to the Agent in this Agreement.
-23-
<PAGE>
SECTION 4.16. Change of Law. Each Grantor shall promptly notify the
-------------
Agent in writing of any change in law known to it which (a) adversely affects or
will adversely affect the validity, perfection or priority of the security
interests granted hereby, (b) requires or will require a change in the
procedures to be followed in order to maintain and protect such validity,
perfection and priority or (c) could result in the Agent not having a perfected
security interest in any of the Collateral.
SECTION 4.17. Right of Inspection. Each Grantor will, at such Grantor's
-------------------
cost and expense, permit any representatives designated by the Agent or the
Required Lenders to visit and inspect the financial records, the Documents or
any of the other Collateral of such Grantor at reasonable times and as often as
reasonably requested, and to make extracts from and copies of such financial
records or Documents, and permit any representatives designated by the Agent or
the Required Lenders to discuss the affairs, finances and condition of such
Grantor with the officers thereof and independent accountants therefor (with
representatives of the Borrower present unless an Event of Default or Default
has occurred and is continuing).
SECTION 4.18. Maintenance of Equipment. Each Grantor will, at its
------------------------
expense, in all material respects maintain the Equipment in standard industry
operating condition, ordinary wear and tear excepted.
SECTION 4.19. Covenants Regarding Patent, Trademark and Copyright
---------------------------------------------------
Collateral. (a) Each Grantor (either itself or through its licensees or its
- ----------
sublicensees) will, for each Trademark material to the conduct of such Grantor's
business, (i) maintain such Trademark in full force free from any claim of
abandonment or invalidity for non-use, (ii) maintain the quality of products and
services offered under such Trademark, (iii) display such Trademark with notice
of federal registration to the extent required by applicable law and (iv) not
knowingly use or knowingly permit the use of such Trademark in violation of any
third party rights.
(b) Each Grantor (either itself or through licensees) will, for each
Patent, not do any act, or omit to do any act, whereby any Patent which is
material to the conduct of such Grantor's business may become invalidated or
dedicated to the public, and shall continue to mark any products covered by a
Patent with the relevant patent number as required by the Patent laws.
(c) Each Grantor (either itself or through licensees) will, for each work
covered by a material Copyright, continue to publish, reproduce, display, adopt
and distribute the work with appropriate copyright notice as required under the
copyright laws.
(d) Each Grantor shall notify the Agent in writing immediately if it knows
or has reason to know that any Patent,
-24-
<PAGE>
Trademark or Copyright material to the conduct of its business may become
abandoned or dedicated to the public, or of any material adverse determination
or development (including the institution of, or any such determination or
development in, any proceeding in the United States Patent and Trademark Office,
United States Copyright Office or any court) regarding such Grantor's ownership
of any Patent, Trademark or Copyright, its right to register the same, or to
keep and maintain the same.
(e) In no event shall any Grantor, either itself or through any agent,
employee, licensee or designee, file an application for any Patent, Trademark or
Copyright with the United States Patent and Trademark Office, United States
Copyright Office or any office or agency in any political subdivision of the
United States or in any other country or any political subdivision thereof,
unless it promptly informs the Agent in writing, and, upon request of the Agent,
executes and delivers any and all agreements, instruments, documents and papers
as may be required or the Agent may request to evidence the Agent's security
interest in such Patent, Trademark or Copyright of such Grantor relating thereto
or represented thereby, and each Grantor hereby appoints the Agent its attorney-
in-fact to execute and file such writings for the foregoing purposes, all acts
of such attorney being hereby ratified and confirmed; such power, being coupled
with an interest, is irrevocable until the Secured Obligations are indefeasibly
paid in full in cash, the Commitments are terminated, the cancellation or
expiration of all Letters of Credit and the reimbursement in full of all amounts
drawn thereunder and all terms and conditions hereof, the Credit Agreement, the
Notes, the Collateral Documents and all other documents or agreements governing
the Secured Obligations have been satisfied.
(f) Each Grantor will take all necessary steps that are consistent with the
practice in any proceeding before the United States Patent and Trademark Office,
United States Copyright Office or any office or agency in any political
subdivision of the United States or in any other country or any political
subdivision thereof, to maintain and pursue each material application relating
to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant
or registration) and to maintain each registration of the Patents, Trademarks
and Copyrights which is material to the conduct of such Grantor's business,
including the filing of applications for renewal, affidavits of use, affidavits
of incontestability and maintenance fees, and, if consistent with good business
judgment, to initiate opposition, interference and cancellation proceedings
against third parties.
(g) In the event that any Collateral consisting of a Patent, Trademark or
Copyright material to the conduct of any Grantor's business is believed
infringed, misappropriated or diluted by a third party, such Grantor shall
notify the Agent promptly after it learns thereof and shall, if consistent with
good business judgment, promptly sue for infringement,
-25-
<PAGE>
misappropriation or dilution and to recover any and all damages for such
infringement, misappropriation or dilution, and take such other actions as are
appropriate under the circumstances to protect such Collateral.
SECTION 4.20. Reimbursement Obligation. Should any Grantor fail to
------------------------
comply with the provisions of this Agreement or any other agreement relating to
the Collateral (including any Capital Lease Obligation or other lease
obligation) such that the value of any Collateral, any leased Equipment or the
validity, perfection, rank or value of any security interest granted to the
Agent hereunder or thereunder is thereby diminished or potentially diminished in
any material respect or put at risk in any material respect (as reasonably
determined by the Agent), the Agent on behalf of such Grantor may, but shall not
be required to, effect such compliance on behalf of such Grantor, and such
Grantor shall reimburse the Agent for the costs thereof on demand, and interest
shall accrue on any such unpaid reimbursement obligation from the date the
relevant costs are incurred until reimbursement thereof in full at the default
rate provided in Section 2.07 of the Credit Agreement.
SECTION 4.21. Bank Accounts. None of the Grantors will establish after
-------------
the date hereof or permit to exist any demand, time, savings, passbook,
collection, operating, investment or other like type of account relating in any
way to its assets or business (except any Cash Collateral Accounts or other cash
collateral accounts with the Agent required under, and maintained in accordance
with, the Credit Agreement) without immediately causing such account to be an
Agency Account.
SECTION 4.22. Amendments to Schedules. Each Grantor has a continuing
-----------------------
obligation hereunder to amend, revise and update, as need be, any and all
schedules hereto so that such schedules accurately reflect the information set
forth therein.
SECTION 4.23. Government Contracts. As to any Government Contract to be
--------------------
entered into after the date hereof, the applicable grantor will use its
reasonable best efforts to insure that such Government Contract (i) includes a
"no set-off commitment" (as referenced pursuant to 48 CFR 32.803(d)), (ii) does
not include advance progress payment financing with a Governmental Authority and
(iii) does not include an anti-assignment of claims provision (as referenced
pursuant to 48 CFR 32.803(b)) that prohibits moneys due or to become due
thereunder from being assigned to the Agent.
ARTICLE V
DISTRIBUTIONS ON PLEDGED SECURITIES; VOTING
SECTION 5.01. Right to Receive Distributions on Pledged Collateral;
-----------------------------------------------------
Voting. (a) So long as no Event of Default shall have occurred and be
- ------
continuing:
-26-
<PAGE>
(i) Each Grantor shall be entitled to exercise any and all voting and
other consensual rights pertaining to the Pledged Interests or any part
thereof for any purpose permitted by the terms of this Agreement and the
Credit Agreement.
(ii) Each Grantor shall be entitled to receive and retain any and all
dividends, interest and principal paid in cash on the Pledged Securities to
the extent and only to the extent that such cash dividends, interest and
principal are permitted by, and otherwise paid in accordance with, the
terms and conditions of the Credit Agreement and applicable laws. Other
than pursuant to the first sentence of this paragraph (a)(ii), all
principal, all noncash dividends, interest and principal, and all
dividends, interest and principal paid or payable in cash or otherwise in
connection with a partial or total liquidation or dissolution, return of
capital, capital surplus or paid-in surplus, and all other distributions
made on or in respect of Pledged Securities, whether paid or payable in
cash or otherwise, whether resulting from a subdivision, combination or
reclassification of the outstanding Capital Stock of the issuer of any
Pledged Securities or received in exchange for Pledged Securities or any
part thereof, or in redemption thereof, or as a result of any merger,
consolidation, acquisition or other exchange of assets to which such issuer
may be a party or otherwise, shall be and become part of the Collateral,
and, if received by a Grantor, shall not be commingled by such Grantor with
any of its other funds or property but shall be held separate and apart
therefrom, shall be held in trust for the benefit of the Agent and shall be
forthwith delivered to the Agent in the form in which received (with any
necessary endorsement).
(iii) The Agent shall execute and deliver (or cause to be executed and
delivered) to each Grantor all such proxies, powers of attorney, consents,
ratifications and waivers and other instruments as each Grantor may
reasonably request for the purpose of enabling each Grantor to exercise the
voting and other rights which it is entitled to exercise pursuant to
paragraph (i) above and to receive the dividends or interest payments which
it is authorized to receive and retain pursuant to paragraph (ii) above.
(b) Upon the occurrence and during the continuance of an Event of Default:
(i) All rights of any Grantor to receive the dividends and interest
payments which it would otherwise be authorized to receive and retain
pursuant to Section 5.01(a)(ii) shall cease, and all such rights
-27-
<PAGE>
shall thereupon become vested in the Agent which shall thereupon have the
sole right to receive and hold as Collateral such dividends and interest
payments.
(ii) All dividends and interest payments which are received by any
Grantor contrary to the provisions of paragraph (i) of this Section 5.01(b)
shall be received in trust for the benefit of the Agent, shall be
segregated from other funds of such Grantor and shall be forthwith paid
over to the Agent as Collateral in the same form as so received (with any
necessary endorsement).
(c) Upon the occurrence and during the continuance of an Event of Default,
all rights of each Grantor to exercise the voting and other consensual rights
which it would otherwise be entitled to exercise pursuant to Section 5.01(a)(i)
shall cease, and all such rights shall thereupon become vested in the Agent,
which shall thereupon have the sole right to exercise such voting and other
consensual rights.
ARTICLE VI
REMEDIES; RIGHTS UPON DEFAULT
SECTION 6.01. UCC Rights. If any Event of Default shall have occurred,
----------
the Agent may, in addition to all other rights and remedies granted to it in
this Agreement and in any other instrument or agreement securing, evidencing or
relating to the Secured Obligations, exercise all rights and remedies of a
secured party under the UCC and all other rights available to the Agent at law
or in equity.
SECTION 6.02. Payments on Collateral. Without limiting the rights of the
----------------------
Agent under any other provision of this Agreement, if an Event of Default shall
occur and be continuing:
(a) The Agent may, or upon the request of the Agent each Grantor shall,
notify Account Debtors obligated to make payments under any or all
Receivables or General Intangibles that the Agent and the other Secured
Parties have a security interest in such Collateral and that payments shall
be made directly to, or to a Cash Collateral Account designated by, the
Agent. Each Grantor will use all reasonable efforts to cause each Account
Debtor to comply with the foregoing instruction. In furtherance of the
foregoing, each Grantor authorizes the Agent (i) to ask for, demand,
collect, receive and give acquittances and receipts for any and all amounts
due and to become due under any Collateral and, in the name of such Grantor
or its own name or otherwise, (ii) to take possession of, endorse and
collect any checks, drafts, notes, acceptances or other instruments for the
payment of moneys due under
-28-
<PAGE>
any Collateral (including by filing a Notice of Assignment, substantially
in the form of Exhibit D-2, or any other instrument of document with any
Governmental Authority) and (iii) to file any claim or take any other
action in any court of law or equity or otherwise which it may deem
appropriate for the purpose of collecting any amounts due under any
Collateral;
(b) all payments received by any Grantor under or in connection with any
of the Collateral shall be held by such Grantor in trust for the Agent,
shall be segregated from other funds of such Grantor and shall forthwith
upon receipt by such Grantor be turned over to the Agent, in the same form
as received by such Grantor (duly indorsed by each Grantor to the Agent, if
required to permit collection thereof by the Agent); and
(c) all such payments received by the Agent (whether from a Grantor or
otherwise) may, in the sole discretion of the Agent, be held by the Agent
as collateral security for, and/or then or at any time thereafter be
applied in whole or in part by the Agent to the payment of the expenses and
Secured Obligations as set forth in Section 6.11.
SECTION 6.03. Possession of Collateral. In furtherance of the foregoing,
------------------------
each Grantor expressly agrees that, if an Event of Default shall occur and be
continuing, the Agent may (a) by judicial powers, or without judicial process if
it can be done without breach of the peace, enter any premises where any of such
Collateral is or may be located, and without charge or liability to the Agent
seize and remove such Collateral from such premises and (b) have access to and
use of such Grantor's Documents.
SECTION 6.04. Sale of Collateral. (a) Each Grantor expressly agrees
------------------
that if an Event of Default shall occur and be continuing, the Agent, without
demand of performance or other demand or notice of any kind (except the notice
specified below of the time and place of any public or private sale) to any
Grantor or any other person (all of which demands and/or notices are hereby
waived by each Grantor), may forthwith collect, receive, appropriate and realize
upon the Collateral and/or forthwith sell, lease, assign, give an option or
options to purchase or otherwise dispose of and deliver the Collateral (or
contract to do so) or any part thereof in one or more parcels at public or
private sale, at any exchange, broker's board or at any office of the Agent or
elsewhere in such manner as is commercially reasonable and as the Agent may deem
best, for cash or on credit or for future delivery without assumption of any
credit risk. The Agent or any Secured Party shall have the right upon any such
public sale and, to the extent permitted by law, upon any such private sale, to
purchase the whole or any part of the Collateral so sold. Each Grantor further
agrees, at the Agent's request, to assemble the Collateral, and to make it
-29-
<PAGE>
available to the Agent at places which the Agent may reasonably select. To the
extent permitted by applicable law, each Grantor waives all claims, damages and
demands against the Agent or any Secured Party arising out of the foreclosure,
repossession, retention or sale of the Collateral.
(b) Unless the Collateral threatens to decline quickly in value or is of a
type customarily sold in a recognized market, the Agent shall give such Grantor
10 days' written notice of its intention to make any such public or private sale
or sale at a broker's board or on a securities exchange. Such notice shall (i)
in the case of a public sale, state the time and place fixed for such sale, (ii)
in the case of a sale at a broker's board or on a securities exchange, state the
board or exchange at which such sale is to be made and the day on which the
Collateral, or any portion thereof being sold, will first be offered for sale
and (iii) in the case of a private sale, state the day after which such sale may
be consummated. The Agent shall not be required or obligated to make any such
sale pursuant to any such notice. The Agent may adjourn any public or private
sale or cause the same to be adjourned from time to time by announcement at the
time and place fixed for the sale, and such sale may be made at any time or
place to which the same may be so adjourned. In the case of any sale of all or
any part of the Collateral for credit or for future delivery, the Collateral so
sold may be retained by the Agent until the selling price is paid by the
purchaser thereof, but the Agent shall not incur any liability in case of
failure of such purchaser to pay for the Collateral so sold and, in the case of
such failure, such Collateral may again be sold upon like notice.
SECTION 6.05. Rights of Purchasers. Upon any sale of the Collateral
--------------------
(whether public or private), the Agent shall have the right to deliver, assign
and transfer to the purchaser thereof the Collateral so sold. Each purchaser
(including the Agent and the other Secured Parties) at any such sale shall hold
the Collateral so sold free from any claim or right of whatever kind, including
any equity or right of redemption of any Grantor, and each Grantor, to the
extent permitted by law, hereby specifically waives all rights of redemption,
including the right to redeem the Collateral under (S) 9-506 of the UCC, and any
right to a judicial or other stay or approval which it has or may have under any
law now existing or hereafter adopted.
SECTION 6.06. Additional Rights of the Agent. Upon the occurrence and
------------------------------
during the continuance of an Event of Default:
(a) The Agent shall have the right and power to institute and maintain
such suits and proceedings as it may deem appropriate to protect and
enforce the rights vested in it by this Agreement and may proceed by suit
or suits at law or in equity to enforce such rights and to foreclose upon
and sell the Collateral or any part thereof pursuant to the judgment or
decree of a court of competent jurisdiction.
-30-
<PAGE>
(b) The Agent shall, to the extent permitted by law and without regard to
the solvency or insolvency at the time of any person then liable for the
payment of any of the Secured Obligations or the then value of the
Collateral, and without requiring any bond from any party to such
proceedings, be entitled to the appointment of a special receiver or
receivers (who may be the Agent or any other Secured Party) for the
Collateral or any part thereof and for the rents, issues, tolls, profits,
royalties, revenues and other income therefrom, which receiver shall have
such powers as the court making such appointment shall confer, and to the
entry of an order directing that the rents, issues, tolls, profits,
royalties, revenues and other income of the property constituting the whole
or any part of the Collateral be segregated, sequestered and impounded for
the benefit of the Agent and the other Secured Parties, and each Grantor
irrevocably consents to the appointment of such receiver or receivers and
to the entry of such order.
SECTION 6.07. Securities Act, etc. (a) In view of the position of the
-------------------
applicable Grantor in relation to its Pledged Securities, or because of other
present or future circumstances, a question may arise under the Securities Act
of 1933, as now or hereafter in effect, or any similar statute hereafter enacted
analogous in purpose or effect (such Act and any such similar statute as from
time to time in effect being herein called the "Federal Securities Laws"), with
-----------------------
respect to any disposition of the Pledged Securities permitted hereunder. Each
Grantor understands that compliance with the Federal Securities Laws might very
strictly limit the course of conduct of the Agent if the Agent were to attempt
to dispose of all or any part of the Pledged Securities, and might also limit
the extent to which or the manner in which any subsequent transferee of any such
Pledged Securities could dispose of the same. Similarly, there may be other
legal restrictions or limitations affecting the Agent and the other Secured
Parties in any attempt to dispose of all or part of the Pledged Securities under
applicable blue sky or other state securities laws or similar laws analogous in
purpose or effect.
Accordingly, each Grantor expressly agrees that the Agent is authorized, in
connection with any sale of the Pledged Securities, if the Agent deems it
advisable so to do, (a) to restrict the prospective bidders on or purchasers of
any of the Pledged Securities to a limited number of sophisticated investors who
will represent and agree that they are purchasing for their own account for
investment and not with a view to the distribution or sale of any of such
Pledged Securities, (b) to cause to be placed on certificates for any or all of
the Pledged Securities or on any other securities pledged hereunder a legend to
the effect that such security has not been registered under the Federal
Securities Laws and may not be disposed of in violation of the provision of the
Federal Securities Laws and (c)
-31-
<PAGE>
to impose such other limitations or conditions in connection with any such sale
as the Agent deems necessary or advisable in order to comply with the Federal
Securities Laws or any other law. Each Grantor covenants and agrees that, upon
the occurrence and during the continuance of an Event of Default, it will
execute and deliver such documents and take such other action as the Agent deems
necessary or advisable in order to comply with the Federal Securities Laws or
any other law. Each Grantor acknowledges and agrees that such limitations may
result in prices and other terms less favorable to the seller than if such
limitations were not imposed, and, notwithstanding such limitations, agrees that
any such sale shall be deemed to have been made in a commercially reasonable
manner, it being the agreement of each Grantor, the Agent and the other Secured
Parties that the provisions of this Section 6.07 will apply notwithstanding the
existence of a public or private market upon which the quotations or sales
prices may exceed substantially the price at which the Agent sells the Pledged
Securities. The Agent shall be under no obligation to delay a sale of any
Pledged Securities for a period of time necessary to permit the issuer of any
securities contained therein to register such securities under the Federal
Securities Laws, or under applicable state securities laws, even if the issuer
would agree to do so.
(b) Borrower hereby acknowledges the provisions of each Section 6.05 set
forth in the Buyer Pledge Agreement, the Seller Pledge Agreement and the Parent
Pledge Agreement and agrees to comply with the requirements set forth in such
sections as they relate to the Borrower.
SECTION 6.08. Remedies Not Exclusive. (a) No remedy conferred upon or
----------------------
reserved to the Agent in this Agreement is intended to be exclusive of any other
remedy or remedies, but every such remedy shall be cumulative and shall be in
addition to every other remedy conferred herein or now or hereafter existing at
law, in equity or by statute.
(b) If the Agent shall have proceeded to enforce any right, remedy or power
under this Agreement and the proceeding for the enforcement thereof shall have
been discontinued or abandoned for any reason or shall have been determined
adversely to the Agent, each Grantor and the Agent shall, subject to any
determination in such proceeding, severally and respectively be restored to
their former positions and rights under this Agreement, and thereafter all
rights, remedies and powers of the Agent shall continue as though no such
proceedings had been taken.
(c) All rights of action under this Agreement may be enforced by the Agent
without the possession of any instrument evidencing any Secured Obligation or
the production thereof at any trial or other proceeding relative thereto, and
any suit or proceeding instituted by the Agent shall be brought in its name and
any judgment shall be held as part of the Collateral.
-32-
<PAGE>
SECTION 6.09. Waiver and Estoppel. (a) Each Grantor, to the extent it
-------------------
may lawfully do so, agrees that it will not at any time in any manner whatsoever
claim or take the benefit or advantage of any appraisement, valuation, stay,
extension, moratorium, turnover or redemption law, or any law now or hereafter
in force permitting it to direct the order in which the Collateral shall be sold
which may delay, prevent or otherwise affect the performance or enforcement of
this Agreement and each Grantor hereby waives the benefits or advantage of all
such laws, and covenants that it will not hinder, delay or impede the execution
of any power granted to the Agent in this Agreement but will permit the
execution of every such power as though no such law were in force; provided that
--------
nothing contained in this Section 6.09 shall be construed as a waiver of any
rights of such Grantor under any applicable federal bankruptcy law.
(b) Each Grantor, to the extent it may lawfully do so, on behalf of itself
and all who may claim through or under it, including any and all subsequent
creditors, vendees,
assignees and lienors, waives and releases all rights to demand or to have any
marshalling of the Collateral upon any sale, whether made under any power of
sale granted herein or pursuant to judicial proceedings or upon any foreclosure
or any enforcement of this Agreement and consents and agrees that all of the
Collateral may at any such sale be offered and sold as an entirety.
(c) Each Grantor, to the extent it may lawfully do so, waives presentment,
demand, protest and any notice of any kind (except notices explicitly required
hereunder) in connection with this Agreement and any action taken by the Agent
with respect to the Collateral.
SECTION 6.10. Power of Attorney. Each Grantor hereby irrevocably
-----------------
constitutes and appoints the Agent, with full power of substitution, as its true
and lawful attorney-in-fact with full irrevocable power and authority in the
place and stead of such Grantor and in the name of such Grantor or in its own
name, from time to time in the Agent's reasonable discretion for the purpose of
carrying out the terms of this Agreement, to take any and all appropriate action
and to execute any and all documents and instruments which may be necessary or
desirable to accomplish the purposes of this Agreement and, without limiting the
generality of the foregoing, hereby gives the Agent the power and right, on
behalf of such Grantor, without notice to or assent by such Grantor to do the
following:
(a) upon the occurrence and during the continuance of any Event of
Default, to pay or discharge taxes, liens, security interests or other
encumbrances levied or placed on or threatened against the Collateral;
(b) upon the occurrence and during the continuance of any Event of
Default, to effect any
-33-
<PAGE>
repairs or any insurance called for by the terms of this Agreement and to
pay all or any part of the premiums therefor and the costs thereof; and
(c) upon the occurrence and continuance of any Event of Default and
otherwise to the extent provided in this Agreement, (i) to direct any party
liable for any payment under any of the Collateral to make payment of any
and all moneys due and to come due thereunder directly to the Agent or as
the Agent shall direct; (ii) to receive payment of and receipt for any and
all moneys, claims and other amounts due and to become due at any time in
respect of or arising out of any Collateral; (iii) to sign and indorse any
invoices, freight or express bills, bills of lading, storage or warehouse
receipts, drafts against debtors, assignments, verifications and notices in
connection with accounts and other documents relating to the Collateral;
(iv) to commence and prosecute any suits, actions or proceedings at law or
in equity in any court of competent jurisdiction to collect the Collateral
or any thereof and to enforce any other right in respect of any Collateral;
(v) to defend any suit, action or proceeding brought against such Grantor
with respect to any Collateral; (vi) to settle, compromise and adjust any
suit, action or proceeding described above and, in connection therewith, to
give such discharges or releases as the Agent may deem appropriate; (vii)
to assign any Patent, Trademark or Copyright (along with the goodwill of
the business to which such Trademark pertains), for such term or terms, on
such conditions, and in such manner, as the Agent shall in its sole
discretion determine; (viii) to license or, to the extent permitted by any
applicable law, sub-license, whether general, special or otherwise, and
whether on an exclusive or non-exclusive basis, any Patent, Trademark or
Copyright, throughout the world for such term or terms, on such conditions,
and in such manner, as the Agent shall determine (other than in violation
of any then existing licensing arrangements to the extent that waivers or
other adequate provision cannot be secured therefor); and (ix) generally to
sell, transfer, pledge, make any agreement with respect to or otherwise
deal with any of the Collateral as fully and completely as though the Agent
were the absolute owner thereof for all purposes, and to do, at the option
of the Agent and each Grantor's expense, at any time, or from time to time,
all acts and things which the Agent deems necessary to protect, preserve or
realize upon the Collateral and the Agent's security interest therein, in
order to effect the intent of this Agreement, all as fully and effectively
as such Grantor might do.
-34-
<PAGE>
Each Grantor hereby ratifies all that such attorneys shall lawfully do or
cause to be done by virtue hereof. This power of attorney is a power coupled
with an interest and shall be irrevocable.
Except as provided for by law or the UCC or its equivalent, nothing herein
contained shall be construed as requiring or obligating the Agent to make any
commitment or to make any inquiry as to the nature or sufficiency of any payment
received by the Agent, or to present or file any claim or notice, or to take any
action with respect to the Collateral or any part thereof or the moneys due or
to become due in respect thereof or any property covered thereby, and no action
taken by the Agent or omitted to be taken with respect to the Collateral or any
part thereof shall give rise to any defense, counterclaim or offset in favor of
any Grantor or to any claim or action against the Agent. It is understood and
agreed that the appointment of the Agent as the agent of each Grantor for the
purposes set forth above in this Section 6.10 is coupled with an interest and is
irrevocable. The provisions of this Section 6.10 shall in no event relieve any
Grantor of any of its obligations hereunder with respect to the Collateral or
any part thereof or impose any obligation on the Agent to proceed in any
particular manner with respect to the Collateral or any part thereof, or in any
way limit the exercise by the Agent of any other or further right which it may
have on the date of this Agreement or hereafter, whether hereunder or by law or
otherwise.
SECTION 6.11. Application of Proceeds. (a) The Agent shall apply the
-----------------------
proceeds of any collection or sale of the Collateral, as well as any Collateral
consisting of cash, as follows:
FIRST, to the payment of all reasonable costs and expenses incurred by
the Agent (in its capacity as such hereunder or under any other Loan
Document) and the Lenders in connection with such collection or sale or
otherwise in connection with this Agreement or any of the Secured
Obligations, including all court costs and the reasonable fees and expenses
of their respective agents and legal counsel, the repayment of all
reasonable advances made by the Agent and the Lenders hereunder or under
any other Loan Document and all reasonable costs or expenses incurred in
connection with the exercise of any right or remedy hereunder or under any
other Loan Document;
SECOND, to the payment in full of the Secured Obligations (the amounts so
applied to be distributed among the Secured Parties pro rata in accordance
with the amounts of the Secured Obligations owed to them on the date of any
such distribution); and
-35-
<PAGE>
THIRD, to the Grantors, their successors or assigns, or as a court of
competent jurisdiction may otherwise direct.
The Agent shall have absolute discretion as to the time of application of any
such proceeds, moneys or balances in accordance with this Agreement. Upon any
sale of the Collateral by the Agent (including pursuant to a power of sale
granted by statute or under a judicial proceeding), the receipt of the Agent or
of the officer making the sale shall be a sufficient discharge to the purchaser
or purchasers of the Collateral so sold and such purchaser or purchasers shall
not be obligated to see to the application of any part of the purchase money
paid over to the Agent or such officer or be answerable in any way for the
misapplication thereof.
(b) In the event that the proceeds of any collection, recovery, receipt,
appropriation, realization or sale as aforesaid are insufficient to pay all
amounts to which the Agent or any or all of the Lenders are legally entitled,
the Grantors will be jointly and severally liable for the deficiency, together
with interest thereon, at the Default Rate, and the reasonable fees of any
attorneys employed by the Agent or any or all of the Lenders to collect such
deficiency, pursuant to the Credit Agreement.
SECTION 6.12. Grant of License or Sub-License to Use Patent, Trademark,
---------------------------------------------------------
Copyright and License Collateral. For the purpose of enabling the Agent to
- --------------------------------
exercise rights and remedies under this Article VI at such time as the Agent
shall be lawfully entitled to exercise such rights and remedies, each Grantor
hereby grants to the Agent an irrevocable, non-exclusive license (exercisable
without payment of royalty or other compensation to such Grantor) to use,
license or sub-license any Patent, Trademark, Copyright or License now owned or
licensed or hereafter acquired or licensed by such Grantor, and wherever the
same may be located, and including in such license reasonable access to all
media in which any of the licensed items may be recorded or stored and to all
computer software and programs used for the compilation or printout thereof.
The use of such license or sub-license by the Agent shall be exercised, at the
option of the Agent, upon the occurrence and the continuance of an Event of
Default; provided that any license, sub-license or other transaction entered
--------
into by the Agent in accordance herewith shall be binding upon the applicable
Grantor notwithstanding any subsequent cure of an Event of Default. The Agent
agrees to apply the net proceeds received from any such license as provided in
Section 6.11 hereof; provided that no such license shall be conferred hereby
--------
with respect to any Patents, Trademarks and Copyrights licensed by the Grantors
if and to the extent that the terms of the applicable License to which such
Grantor is a party would prohibit such license to the Agent.
-36-
<PAGE>
ARTICLE VII
MISCELLANEOUS
SECTION 7.01. Notices. Unless otherwise specified herein, all notices,
-------
requests or other communications to any party hereunder shall be in writing,
shall be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy and shall be given to such party at its
address or telecopy number set forth, in the case of the Borrower and the Agent,
in Section 9.01 of the Credit Agreement and, in the case of the other Grantors,
on the signature pages hereof or at any other address or telecopy number which
such party shall have specified for the purpose of communications hereunder by
notice to the other parties hereunder. All notices and other communications
given to any party hereto in accordance with the provisions of this Agreement
shall be deemed to have been given on the date of receipt if delivered by hand
or overnight courier service or sent by telecopy or on the date five Business
Days after dispatch by certified or registered mail if mailed, in each case
delivered, sent or mailed (properly addressed) to such party as provided in this
Section 7.01 or in accordance with the latest unrevoked direction from such
party given in accordance with this Section 7.01.
SECTION 7.02. Survival of Agreement. All covenants, agreements,
---------------------
representations and warranties made by each Grantor herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement shall be considered to have been relied upon by the
Agent and the Secured Parties and shall survive the making by the Lenders of the
Loans and the execution and delivery to the Lenders of the Notes evidencing such
Loans, regardless of any investigation made by the Lenders or on their behalf,
and shall continue in full force and effect until the Secured Obligations have
been indefeasibly paid in full in cash, the Commitments have been terminated,
the cancellation or expiration of all Letters of Credit and the reimbursement in
full of all amounts drawn thereunder and all terms and conditions hereof, the
Credit Agreement, the Notes, the Collateral Documents and all other documents or
agreements governing the Secured Obligations have been satisfied. This
Agreement shall terminate when the security interests granted hereunder have
terminated and the Collateral has been released as provided in Section 2.08(b);
provided that the obligations of each Grantor under Section 4.20 shall survive
- --------
any such termination.
SECTION 7.03. Counterparts. This Agreement may be executed by the
------------
parties hereto in several counterparts and each such counterpart shall be deemed
to be an original, admissible into evidence, but all such counterparts shall
together constitute but one and the same Agreement. Delivery of an executed
counterpart of this Agreement by telefacsimile shall be equally as effective as
delivery of a manually executed counterpart of this Agreement. Any party
delivering an executed counterpart of this Agreement by
-37-
<PAGE>
telefacsimile shall also deliver a manually executed counterpart of this
Agreement, but the failure to deliver a manually executed counterpart shall not
affect the validity, enforceability, and binding effect of this Agreement.
SECTION 7.04. Amendments, Etc. No amendment, modification or waiver of
---------------
any provision of this Agreement and no consent to any departure by any Grantor
therefrom shall in any event be effective unless the same shall be in writing
and shall be executed and delivered in accordance with Section 9.08 of the
Credit Agreement, and then such amendment, modification, waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided, however, that this Agreement may be amended, modified or
--------
waived with respect to any Grantor, including by releasing any Grantor
hereunder, without the approval of any other Grantor and without affecting the
obligations of any other Grantor hereunder.
SECTION 7.05. Assignments. This Agreement and the terms, covenants and
-----------
conditions hereof shall be binding upon each Grantor and its successors and
shall inure to the benefit of the Agent and the Secured Parties and their
respective successors and assigns. Upon the assignment by any Lender of all or
any portion of its rights and obligations under the Credit Agreement (including
all or any portion of its Commitment and the Loans owing to it) to any other
person, such other person shall thereupon become vested with all the benefits in
respect thereof granted to such transferor or assignor herein or otherwise.
Except as permitted by the Permitted Drop Down Transaction, none of the Grantors
shall be permitted to assign, transfer or delegate any of its rights or
obligations under this Agreement (and any such purported assignment, transfer or
delegation without such consent shall be void).
SECTION 7.06. Savings Clause. In the event any one or more of the
--------------
provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect with respect to any Grantor, no party hereto shall
be required to comply with such provision with respect to such Grantor for so
long as such provision is held to be invalid, illegal or unenforceable, and the
validity, legality and enforceability of the remaining provisions contained
herein, and of such invalid, illegal or unenforceable provision with respect to
any other Grantor, shall not in any way be affected or impaired. The parties
shall endeavor in good-faith negotiations to replace any invalid, illegal or
unenforceable provisions with valid provisions, the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.
SECTION 7.07. Supplemental Agreement. Upon execution and delivery by the
----------------------
Agent and a Subsidiary of a Supplemental Agreement substantially in the form of
Exhibit I to the Credit Agreement, such Subsidiary shall become a Grantor
hereunder with the same force and effect as if originally named as a Grantor
herein. The execution and delivery of any such instrument shall
-38-
<PAGE>
not require the consent of any other Grantor hereunder. The rights and
obligations of each Grantor hereunder shall remain in full force and effect
notwithstanding the addition of any new Grantor as a party to this Agreement.
SECTION 7.08. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
-------------
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 7.09. Entire Agreement. This Agreement, the other Loan
----------------
Documents, and the Fee Letter constitute the entire contract between the parties
relative to the subject matter hereof. Any previous agreement among the parties
with respect to the subject matter hereof is superseded by this Agreement, the
other Loan Documents and the Fee Letter. Nothing in this Agreement, expressed
or implied, is intended to confer upon any party other than the parties hereto
and the Secured Parties, any rights, remedies, obligations or liabilities under
or by reason of this Agreement.
SECTION 7.10. No Waiver; Remedies. No failure on the part of the Agent
-------------------
or any Secured Party to exercise, and no delay in exercising, any right, power
or remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or remedy by such person preclude any
other or further exercise thereof or the exercise of any other right, power or
remedy. All remedies hereunder and under the Loan Documents are cumulative and
are not exclusive of any other remedies provided by law.
SECTION 7.11. Headings. Article and Section headings and the Table of
--------
Contents used herein are for convenience of reference only, are not part of this
Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.
SECTION 7.12. NO ORAL AGREEMENTS. THIS AGREEMENT AND THE INSTRUMENTS AND
------------------
DOCUMENTS EXECUTED IN CONNECTION HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
-39-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first written above.
FIREARMS TRAINING SYSTEMS, INC.,
as Grantor
By: /s/ Robert B. Terry, Jr.
------------------------------
Name: Robert B. Terry, Jr.
Title: President and Chief
Operating Officer
Address: 7340 McGinnis Ferry Road
Suwanee, GA 30174-1247
NATIONSBANK, N.A. (SOUTH),
as Agent
By: /s/ Bradford Jones
------------------------------
Name: Bradford Jones
Title: Attorney-in-Fact
-40-
<PAGE>
SCHEDULE 1
----------
SUBSIDIARY GRANTORS
-------------------
None.
<PAGE>
SCHEDULE 2
----------
CHIEF EXECUTIVE OFFICES AND
---------------------------
PRINCIPAL PLACE OF BUSINESS
---------------------------
1. Firearms Training Systems, Inc.
Gwinnett County
7340 McGinnis Ferry Road
Suwanee, Georgia 30174
2. Borrower maintains its books and records relating to Receivables and
General Intangibles at:
7340 McGinnis Ferry Road
Gwinnett County
Suwanee, Georgia 30174
<PAGE>
SCHEDULE 3
----------
PLEDGED SECURITIES
------------------
Part I Pledged Interests
- ------ -----------------
The Borrower holds the following Capital Stock:
1. 1000 shares of Common Stock of Firearms Training Systems Limited;
2. 200,000 shares of Common Stock of F.A.T.S. Singapore PTE LTD.;
3. 1000 shares of Common Stock of F.A.T.S. Foreign Sales Corporation;
4. 2000 shares of Common Stock of Firearms Training Systems Netherlands B.V.;
5. 1 share of Common Stock of FATS Canada, Inc.
Part II Pledged Debt
- ------- ------------
1. Intercompany Note with Firearms Training Systems Limited
2. Intercompany Note with Firearms Training Systems Netherlands B.V.
3. Intercompany Note with F.A.T.S. Singapore PTE LTD.
4. Intercompany Note with F.A.T.S. Foreign Sales Corporation
5. Intercompany Note with FATS Canada, Inc.
<PAGE>
6. Letter of Credit in the amount of $284,266 issued by Banca Nazionale del
Lavoro with an expiration date of September 9, 1996.
7. Letter of Credit in the amount of $478,881 issued by Banca Nazionale del
Lavoro with an expiraton date of May 10, 1997.
<PAGE>
SCHEDULE 4
----------
LOCATIONS OF EQUIPMENT AND INVENTORY
------------------------------------
Firearms Training Systems, Inc.
Gwinnett County
7340 McGinnis Ferry Road
Suwanee, Georgia 30174
<PAGE>
SCHEDULE 5
----------
TRADE NAMES
-----------
During the preceding five-year period, the Borrower has used the following
names:
Firearms Training Systems, Inc.
F.A.T.S.
FATS
F.A.T.S., Inc.
FATS, Inc.
<PAGE>
SCHEDULE 6
----------
REOUIRED FILINGS AND RECORDINGS
-------------------------------
UCC-1 financing statement to be filed in any county in Georgia.
<PAGE>
SCHEDULE 7
----------
U.S. PATENTS & PATENT APPLICATIONS
----------------------------------
----------------------------------
Patent Serial/Patent No. Filing/Issue Date
- ------ ----------------- -----------------
A Multiple Weapon, 08/427,110 April 21, 1995
Firearms Training System (Filing Date)
Utilizing Image Shape
Recognition (Recorded on
June 26, 1995)
Inventors: Wenlonn Tsang, Christoper A. Bailey, Bobby
Hsiang-Hua Chung
FOREIGN PATENTS AND PATENT APPLICATIONS
---------------------------------------
Patent Serial/Patent No. Filing/Issue Date
- ------ ----------------- -----------------
None.
<PAGE>
SCHEDULE 8
----------
U.S. TRADEMARKS AND TRADEMARK APPLICATIONS
------------------------------------------
Mark Reg./App. No. Reg./App. Date
- ---- ------------- --------------
FATS (Stylized) 75/076,582 March 21, 1996
FATS and Design 75/076,581 March 21, 1996
FOREIGN TRADEMARKS AND TRADEMARK APPLICATIONS
---------------------------------------------
Foreign trademarks application in each of the countries listed below were
filed as follows:
Mark Country Reg./App. No. Reg./App. Date
- ---- ------- ------------- --------------
FATS Argentina 2.034.284 May 22, 1996
Australia May 15, 1996
Canada May 18, 1996
Greece May 23, 1996
Indonesia May 15, 1996
Israel 105,306 May 19, 1996
Italy May 16, 1996
Japan May 15, 1996
Kuwait May 23, 1996
Mexico May 22, 1996
The Netherlands June 3, 1996
Saudi Arabia May 21, 1996
Singapore 5014/96 May 17, 1996
Taiwan May 16, 1996
United Kingdom May 13, 1996
FATS & Argentina Class 9: 2.037.285 May 22, 1996
DESIGN Argentina Class 41: 2.034.286 May 22, 1996
Australia May 15, 1996
CANADA May 13, 1996
Greece May 23, 1996
Indonesia May 15, 1996
Israel Class 9: 105,307 May 19, 1996
Israel Class 41: 105,308 May 19, 1996
Italy May 16, 1996
Japan May 15, 1996
Kuwait May 23, 1996
Mexico May 22, 1996
The Netherlands June 3, 1996
Saudi Arabia May 21, 1996
Singapore Class 9: 5015/96 May 17, 1996
Singapore Class 41: 5016/96 May 17, 1996
Taiwan May 16, 1996
United Kingdom May 13, 1996
<PAGE>
SCHEDULE 9
----------
U.S. COPYRIGHTS AND COPYRIGHT APPLICATIONS
------------------------------------------
Title Reg./App. No. Reg./App. Date
- ----- ------------- --------------
None.
FOREIGN COPYRIGHT AND COPYRIGHT APPLICATIONS
--------------------------------------------
Title Country Reg./App. No. Reg./App. Date
- ----- ------- ------------- --------------
None.
<PAGE>
SCHEDULE 10
-----------
LICENSES
--------
The following licenses, permits and authorizations have been
issued or granted to the Borrower:
1. The Borrower has a Class 11 license from the ATF to import destructive
devices, ammunition for destructive devices or armor piercing ammunition.
2. The Borrower has a Class 10 license from the ATF that authorizes the Company
to be a manufacturer of destructive devices, ammunition for destructive
devices, or armor piercing ammunition.
3. The Borrower is registered with the Director of ATF as a person engaged in
the business of importing articles enumerated on the U.S. Munitions Import
List. The Company currently has a valid ATF Form 4587 which reflects this
status.
4. The Borrower is registered with the Department of state, Office of Defense
Trade Controls ("ODTC"), as an exporter of Munitions List articles.
5. The Borrower is subject to the export licensing jurisdiction of the State
Department and the Department of Commerce ("Commerce") for the temporary or
permanent export of its products and the import of weapons for modification.
The jurisdiction is based on the Arms Export Control Act and the Export
Administration Act. The Borrower initially approached the office of Defense
Trade Controls ("DTC") in 1987 as to whether its proprietary system
<PAGE>
required licensing by the Department of State under the auspices of the Arms
Export Control Act. DTC subsequently advised the Borrower that in their view,
the products were under the export licensing jurisdiction of Commerce.
The Borrower subsequently obtained formal commodity classifications from
Commerce for the modified firearms simulation devices and for the firearms
training simulators. In late 1995, DTC challenged Commerce jurisdiction with
respect to export licensing of the Borrower's products. The Borrower has made
substantial filings and an oral presentation to DTC on this subject.
It now appears that the firearms simulators (for which the Borrower has sua
sponte for some time obtained DTC licenses) and those disks going to military
customers overseas will require DTC licenses. The simulator system itself and
disks going to civilian entities will remain within the jurisdiction of Commerce
for export licensing purposes. This result is tentative and subject to formal
confirmation by DTC.
6. The Borrower is federally registered as an employer.
7. The Borrower is not required to hold any Food & Drug Administration ("FDA")
permits, but is required to file a report annually (regarding laser
compliance) which specifies the type and quantity of basic products
produced. FDA has not questioned the Borrower's contention that its products
are Laser Class 1. Laser Class 1 is "not considered to be hazardous" (21 CFR
(S) 1040.10(b)(5), n.1).
<PAGE>
8. The Borrower has filed registration for Robert F. Mecredy, as a registered
lobbyist in the United States Congress, Form LD-1, Jan. 1996, pursuant to
the Lobbying Disclosure Act of 1995.
9. The Borrower is registered as a foreign corporation in Alaska, California,
Florida, Georgia, Indiana and Maryland.
10. The Borrower has a Forsyth County (Georgia) business license and a City of
Spokane (Washington) business license.
11. The Borrower has EPA ID number GA000901074.
12. With respect to the ATF and ODTC licenses and registrations, notices of
change of control will be submitted within 5 or 30 days of the Closing Date,
as applicable. Any subsequent change of control will also require post-
change notice.
The Borrower also has the following licenses or other agreements:
1. A license Agreement with Acceleration Technology, Inc., to use its "Nucleus
RTX" software and associated documentation.
2. The Borrower is required to purchase from Microware a license label for each
of its FATS II, FATS II FX, FATS L.E. and FATS III Model Systems in
accordance with its agreement regarding the use of Microware's OS9 software
package.
<PAGE>
SCHEDULE 11
-----------
MOTOR VEHICLES AND OTHER ROLLING STOCK
--------------------------------------
<TABLE>
<CAPTION>
REGISTRATION TITLE
- ----------------------------------------------------------------------------------
YR MAKE MODEL VIN# STATE TAG# STATE TITLE #
- ----------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C> <C> <C>
96 Ford E250 Van 1FTHE24H5THA96035 GA YXP 511 GA 30811041
- ----------------------------------------------------------------------------------
96 Ford E250 Van 1FTHE24H0THA80650 GA QK 13966 GA 30670360
- ----------------------------------------------------------------------------------
95 Ford E150 Van 1FTEE14N8SHB76169 GA XFC 203 GA 29548444
- ----------------------------------------------------------------------------------
95 Ford E150 Van 1FTEE14N1SHB81584 GA XFB 986 GA 29553237
- ----------------------------------------------------------------------------------
95 Ford E150 Van 1FTEE14N3SHB81568 GA XFC 202 GA 29548443
- ----------------------------------------------------------------------------------
95 Ford E150 Van 1FTEE14N9SHB81557 GA XEC 204 GA 29548445
- ----------------------------------------------------------------------------------
94 Ford Econoline Van 1FTEE14N5RHA91087 GA QE 75443 GA 27060251
- ----------------------------------------------------------------------------------
94 Ford Econoline Van 1FTEE14N7RHA91088 GA QE 75442 GA 27060253
- ----------------------------------------------------------------------------------
92 Ford E150 Van 1FTDE14NXNHA46183 GA QB 96611 GA 30574955
- ----------------------------------------------------------------------------------
92 Ford E150 Van 1FTDE14N9NHA38768 GA NEE 476 GA 30574954
- ----------------------------------------------------------------------------------
92 Ford E350 Cutaway 1FDKE37M5NHA38767 GA QF 58286 GA 30574953
- ----------------------------------------------------------------------------------
91 Ford E150 Van 1FTDE14N5MHA62421 GA QK 12689 GA 29965910
- ----------------------------------------------------------------------------------
88 Ford Aerostar Van 1FTCA14UOJZB27955 GA SSY 557 GA 26977302
- ----------------------------------------------------------------------------------
85 GMC TM 10905 Van 1GTDM15N3FB515684 GA SG 3910 GA 13740590
- ----------------------------------------------------------------------------------
93 Mercedes 600SEL WDBGA57E9PA089550 GA SBX 656 GA 25320750
- ----------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE 12
-----------
ACCOUNTS
--------
Firearms Training Systems, Inc. maintains the following accounts with Lloyds
Bank plc, 1st Peter's Hill, Grantham, Lincolnshire NG31 6QE, England:
FATS Inc. 0657280
Contact: Mr. Bob Swanns
Tel: 011-441-476-65401
Fax: 011-441-476-66037
FATS Inc. VAT Account 0457508
Contact: Mr. Bob Swanns
Tel: 011-441-476-65401
Fax: 001-441-476-66037
FATS Inc. US Checking 0715906
Contact: Mr. Bob Swanns
Tel: 011-441-476-65401
Fax: 001-441-476-66037
Firearms Training Systems, Inc. maintains the following accounts with Lloyds
Bank plc, Commerical Service, 49/51 Dean Street, Marlow, Bucks SL7 3BP, England:
FATS & Airgroup Ltd. 0005335
Contact: Ms. Sally Ann Spring
Tel: 011-441-628-890031
Fax: 011-441-628-890002
FATS & Airgroup (Escrow) 0778121
Contact: Ms. Sally Ann Spring
Tel: 011-441-628-890031
Fax: 011-441-628-890002
Firearms Training Systems, Inc. maintains the following account with ABN Amro,
Kneuterdijk 1, Den Haag Postbus 165, 2501 AP Den Haag, Netherlands:
FATS, Inc. 44.09.33.242
Contact: Ms. van Leftsanburg
Tel: 011-31-70-375-2226
Fax: 011-31-70-375-2805
Firearms Training Systems, Inc. maintains the following accounts with
NationsBank (main banking activity):
Operating Account 2321252356
600 Peachtree Street NE
Suite 1900
Atlanta, GA 30308
<PAGE>
The following accounts are zero balance accounts, which are funded by
the Operating Account:
Accounts Payable Checking 9563806
Manual Checking 9563946
Payroll Checking 9563938
Section 125 Plan Checking 9569103
USMC Funding Deposit Account 3251728830
<PAGE>
SCHEDULE 13
-----------
GOVERNMENT CONTRACTS
--------------------
The contracts listed below are those contracts as of the Closing Date, with a
value as indicated. The list does not include any prior contracts the Borrower
may have had which have been completed or amounts outstanding that are lower
than the dollar thresholds indicated. The list will be updated to reflect new
contracts.
The following U.S. Government contracts whose current total value is in excess
of $500,000:
<TABLE>
<CAPTION>
Contracting Current Dollar
Party Contract Value Administered by
- ----------- -------- -------------- ---------------
<S> <C> <C> <C>
USMC/1/ M67854-94-C-2014 $36,854,594.08 D.C.M.A.O. Atlanta
USMC/1/ M67854-94-C-2013 $ 1,189,432.40 D.C.M.A.O. Atlanta
USMC/1/ M67004-96-C-0028 $ 590,910.39 D.C.M.A.O. Atlanta
USAF (PACAF)/2/ F64605-96-C-0006 $ 953,038.00 15th Contract
Squadron
Hickam, AFB Hawaii
</TABLE>
The following U.S. government contracts whose total potential value is in excess
of $500,000:
General Services Administration/1/ GS-02F-0414D General Procurement
Division, New York
- ----------
/1/ Do not contain a "no set-off commitment" (as referenced pursuant to 48
C.F.R. 32.803 (d)).
/2/ Obligations of the Borrower have been completed.
<PAGE>
The following foreign government contracts whose current toal value is in excess
of $500,000:
Current Dollar
Contracting Party Contract Value
- ----------------- -------- --------------
British (MoD) SAT LWS21A/706 $1,221,000
Netherlands (Army) 852.2221.6042.12 $7,600,000
Italy (Finanza) SO#96032 $1,785,798 (Not Assignable)
Italy (Carabinieri)/3/ SO#96031 $7,177,044 (Not Assignable)
- ----------
/3/ Obligations of the Borrower have been completed.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Assignment as of the
____ day of __________________, 1996.
ATTEST: [NAME OF GRANTOR], as Assignor
____________________________ By:_________________________________
___________ Secretary Title:
[Corporate Seal]
ATTEST: NATIONSBANK, N.A. (SOUTH),
as Agent
____________________________ By:_________________________________
___________ Secretary Title:
[Bank Seal]
STATE OF __________
________ OF _______
The foregoing instrument was acknowled before me this ______ day of
_____________, 19___ by _____________________________________ as [title] of
_____________________________, a _____________________ cororation, on behalf of
the Corporation.
My commission expires:
Notarial Seal
____________________________________
Notary Public
<PAGE>
EXHIBIT A
to
Pledge and Security Agreement
-----------------------------
ASSIGNMENT OF SECURITY INTEREST
IN UNITED STATES PATENTS AND TRADEMARKS
---------------------------------------
FOR GOOD AND VALUABLE CONSIDERATION, receipt and sufficiency of which are
hereby acknowledged, [NAME OF GRANTOR], a [Jurisdiction] [entity] (the
"Assignor"), having its chief executive office at [address], hereby assigns and
--------
grants to NATIONSBANK, N.A. (SOUTH), as Agent (in such capacity, the "Agent"),
with offices at NationsBank Corporate Center, 100 N. Tryon Street, Charlotte,
North Carolina 28255, a security interest in (all of which are herein
collectively referred to as the "PTO Collateral") (i) all of the Assignor's
--------------
right, title and interest in and to the United States trademarks, trademark
registrations and trademark applications set forth on Schedule A attached hereto
----------
(the "Marks"), (ii) all of the Assignor's right, title and interest in and to
-----
the United States patents set forth on Schedule B attached hereto (the
----------
"Patents"), in each case together with (iii) all Proceeds (as such term is
defined in the Security Agreement referred to below) and products of the Marks
and Patents, (iv) the goodwill of the businesses symbolized by the Marks and (v)
all causes of action arising prior to or after the date hereof for infringement
of any of the Marks and Patents or unfair competition regarding the same.
THIS ASSIGNMENT is made to secure the full and prompt performance and payment
of all the Secured Obligations of the Assignor, as such term is defined in the
Pledge and Security Agreement, dated as of July __, 1996, among the Assignor,
the Agent and the other parties thereto (as amended, supplemented or modified
from time to time, the "Security Agreement"). Upon the satisfaction of the
-------- ---------
conditions set forth in Section 2.08(b) of the Security Agreement, the Agent
shall execute, acknowledge, and deliver to the Grantor an instrument in writing
releasing the security interest in the PTO Collateral acquired under this
Assignment.
THIS ASSIGNMENT has been granted in conjunction with the security interest
granted to the Agent for the benefit of the Secured Parties under the Security
Agreement. The rights and remedies of the Agent with respect to the security
interest granted herein are without prejudice to, and are in addition to, those
set forth in the Security Agreement, all terms and provisions of which are
incorporated herein by reference. In the event that any provision of this
Assignment is deemed to conflict with the Security Agreement, the provisions of
the Security Agreement shall govern.
<PAGE>
SCHEDULE A
----------
TRADEMARKS AND TRADEMARK APPLICATIONS
-------------------------------------
Serial No. or Issue or
Registration No. Country Filing Date Mark
- ---------------- ------- ----------- ----
<PAGE>
SCHEDULE B
----------
PATENTS AND PATENT APPICATIONS
------------------------------
Serial No. or Issue or
Patent No. Inventor Country Filing Date Title
- ---------- -------- ------- ----------- -----
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Assignment as of the
____ day of ___________, 1996.
ATTEST: [NAME OF GRANTOR], as Assignor
_______________________________ By:________________________
____________Secretary Title:
[Corporate Seal]
ATTEST: NATIONSBANK, N.A. (SOUTH),
as Agent
_____________________________ By:________________________
___________Secretary Title:
[Bank Seal]
STATE OF _________
________OF________
The foregoing instrument was acknowledged before me this ___ day
__________________, 19___ by _______________________ as [title] of
__________________, a ____________________ corporation, on behalf of the
corporation.
My commission expires:
Notarial Seal
__________________________________
Notary Public
<PAGE>
SCHEDULE A
----------
COPYRIGHTS AND COPYRIGHT APPLICATIONS
-------------------------------------
Serial No. or Copyright
Registration No. Country Publication Date Title
- ---------------- ------- ---------------- ------------
<PAGE>
EXHIBIT B
to
Pledge and Security Agreement
-----------------------------
ASSIGNMENT OF SECURITY INTEREST
IN UNITED STATES COPYRIGHTS
FOR GOOD AND VALUABLE CONSIDERATION, receipt and sufficiency of which are
hereby acknowledged, [NAME OF GRANTOR], a [Jurisdiction] [entity] (the
"Assignor"), having its chief executive office at [address], hereby assigns and
--------
grants to NATIONSBANK, N.A. (SOUTH), as Agent (in such capacity, the "Agent"),
-----
with offices at NationsBank Corporate Center, 100 N. Tryon Street, Charlotte,
North Carolina 28255, a security interest in (all of which are herein
collectively referred to as the "Copyright Collateral") (i) all of the
--------- ----------
Assignor's right, title and interest in and to the United States copyrights and
associated United States copyright registrations and applications for
registration set forth in Schedule A attached hereto (the "Copyrights"), (ii)
---------- ----------
all Proceeds (as such term is defined in the Security Agreement referred to
below) and products of the Copyrights, (iii) the goodwill of the businesses
symbolized by the Copyrights and (iv) all causes of action arising prior to or
after the date hereof for infringement of any of the Copyrights.
THIS ASSIGNMENT is made to secure the full and prompt performance and payment
of all of the Secured Obligations of the Assignor, as such term is defined in
the Pledge and Security Agreement, dated as of July __, 1996 among the Assignor,
the Agent and the other parties thereto (as amended, supplemented or modified
from time to time, the "Security Agreement"). Upon the satisfaction of the
-------- ---------
conditions set forth in Section 2.08(b) of the Security Agreement, the Agent
shall execute, acknowledge, and deliver to the Assignor an instrument in writing
releasing the security interests of the Copyright Collateral acquired under this
Assignment.
THIS ASSIGNMENT has been granted in conjunction with the security interest
granted to the Agent for the benefit of the Secured Parties under the Security
Agreement. The rights and remedies of the Agent with respect to the security
interest granted herein are without prejudice to, and are in addition to those
set forth in the Security Agreement, all terms and provisions of which are
incorporated herein by reference. In the event that any provisions of this
Assignment are deemed to conflict with the Security Agreement, the provisions of
the Security Agreement shall govern.
<PAGE>
EXHIBIT C
to
Pledge and Security Agreement
-----------------------------
[FORM OF]
LANDLORD'S WAIVER AND CONSENT
LANDLORD'S WAIVER AND CONSENT dated as of _____________, 199____,
made by [ ] (the "Landlord"), for the benefit of NationsBank, N.A.
--------
(South), having an office at NationsBank Corporate Center, 100 N. Tryon Street,
Charlotte, North Carolina 28255, attention of NationsBank, N.A. (South), as
Agent, and the Secured Parties (defined in the Credit Agreement dated as of July
________, 1996, (as amended or modified from time to time, the "Credit
------
Agreement"), among the Borrower, the financial institutions party thereto as
lenders (the "Lenders") and the Agent.
-------
The Secured Parties have extended or agreed to extend certain loans, purchase
mortgage notes and to extend other financial accommodations to the Borrower, to
be guaranteed by the subsidiaries of the Borrower and secured in whole or in
part pursuant to one or more agreements, instruments and other documents
(collectively, the "Security Agreements") granting security interests in and
-------- ----------
liens on, among other things, all presently owned and hereafter acquired
personal property (collectively, the "Collateral") of the Borrower and its
----------
subsidiaries (the Borrower and the subsidiaries are referred to herein
collectively as the "Debtors" and each is referred to herein as a "Debtor").
------- ------
Any or all of the Collateral is or may be installed or kept at the premises
owned by
the Landlord and leased to a Debtor known as [ ] and located in [
], as
more particularly described in Exhibit A attached hereto and made a part hereof
---------
(the "Premises").
--------
In order to induce the Secured Parties to make the loans and to extend other
financial accommodations to the Borrower described in the Credit Agreement, the
Landlord has agreed to execute and deliver this Agreement in favor of the Agent
on behalf of the Secured Parties.
NOW THEREFORE, the Landlord, for and in consideration of the sum of $10.00 and
other good and valuable consideration, the receipt and sufficiency.of which is
hereby acknowledged, hereby agrees as follows:
1. The Landlord (i) consents to the installation or location of the
Collateral in or on the Premises, (ii) agrees that any right, claim, title,
interest or lien in respect of any of the Collateral (including without
limitation any right of distraint, levy, execution or sale) that the Landlord
may have or acquire for any reason or in any manner (including by reason of the
Collateral being installed in or on, attached to or located in or on the
Premises, or otherwise), whether arising under any agreement, instrument or law
now or hereafter in effect, is hereby made fully subordinate, subject and
inferior to every right, claim, title, interest and lien in respect of the
Collateral in favor of the Agent and the Secured Parties or any of them to the
full extent that the same secures or may hereafter secure any and all
obligations and indebtedness of every kind, now existing or hereafter arising,
of the
<PAGE>
Debtors, or any of them, to the Secured Parties, and (iii) further agrees that
the Collateral is and will remain personal property and will not become part of
the Premises.
2. The Landlord hereby agrees that so long as this Agreement is in
effect, the Landlord shall not exercise or attempt to exercise any right, assert
any claim, title or interest in or lien upon, or take any action or institute
any proceedings with respect to, the Collateral. The Landlord agrees to use all
reasonable efforts to give the Agent written notice of any event which, with or
without the giving of notice or passage of time or both, could result in the
creation of the right of the Landlord to terminate any lease ("Lease") covering
-----
all or any part of the Premises or to accelerate any rent due thereunder. The
Landlord, simultaneously with the giving by the Landlord of any notice of
default to the then tenant under a Lease, shall send by registered or certified
mail, return receipt requested, or by a reputable overnight courier, to the
Agent a photostat or xerox copy of such notice of default.
3. The Agent and/or the Secured Parties and their agents, representatives
and designees may, at any time and from time to time upon reasonable prior
notice to the Landlord (which may be oral), enter the Premises without the
consent of the Landlord and remove and take possession of the Collateral free of
any right, claim, title, interest or lien of the Landlord, provided the Secured
Parties restore any parts of the Premises physically damaged by them in the
course of removal to the condition such parts were in prior to such entry and
removal of the Collateral (but the foregoing shall not impose any liability upon
any Secured Party for any damage by fire or other insurable casualty).
4. The provisions hereof shall be irrevocable and remain in full force and
effect until each Debtor has fully paid and performed all of its obligations to
the Secured Parties under and in accordance with the terms of all present and
future agreements, instruments and documents evidencing such obligations and all
present and future Security Agreements (in each case including any extensions,
modifications and renewals thereof or substitutions therefor at any time made),
and until all obligations, if any, of the Secured Parties to extend loans,
advances, or provide other financial accommodations to the Debtors (including
any commitment to lend or issue or confirm or participate in letters of credit)
shall be terminated.
5. This Agreement shall be binding upon the Landlord and its successors and
assigns and shall inure to the benefit of the Secured Parties and their
respective successors, assigns and designees. The Landlord agrees to make this
Agreement known to any transferee of the Premises and any person who may have an
interest or right in the Premises. The Landlord acknowledges and agrees that
the provisions set forth in this Agreement are, and are intended to be, an
inducement and consideration to each Secured Party to make, or to permit to
remain outstanding, loans, advances and financial accommodations to the Debtors,
and each Secured Party shall be deemed conclusively to have relied upon such
provisions in making, or permitting to remain outstanding, such loans, advances
and financial accommodations, and each Secured Party is made an obligee
hereunder and may directly enforce the provisions hereof.
<PAGE>
IN WITNESS WHEREOF, the Landlord has duly executed this Agreement under seal
as of the date and year first above written.
ATTEST: [Name of Landlord]
_________________________ By: _________________________________________
____________ Secretary Name: _________________________________________
Title: _________________________________________
[Corporate Seal]
Attachments:
- -----------
Schedule A - Description of Premises
- ----------
<PAGE>
STATE OF_____________
COUNTY OF ___________
I, _____________________________, a Notary Public of the aforesaid County and
State, do hereby certify that _________________________________ personally
appeared before me this day and acknowledged that (s)he is the
___________________ of _________________, a [Jurisdiction] corporation, and that
by authority duly given and as an act of the corporation, the foregoing
instrument was signed in its name by its _________, and attested by
herself/himself as ______________, and sealed with its common corporate seal.
Witness my hand and notarial seal this ___ day of ____________, 1996.
[STAMP/SEAL] __________________________________
Notary Public
My Commission Expires:
_____________________
<PAGE>
SCHEDULE A
----------
Description of Premises
<PAGE>
EXHIBIT D-1
to
Pledge and Security Agreement
-----------------------------
INSTRUMENT OF ASSIGNMENT
[DATE]
Contract Number __________________
KNOW ALL MEN BY THESE PRESENTS: For value received and in accordance with the
Assignment of Claims Act of 1940, as amended (31 U.S.C. 203, 41 U.S.C. 15), the
undersigned Assignor does hereby assign, set over and transfer to NATIONSBANK,
N.A. (SOUTH) having offices at 100 North Tryon Street, 7th Floor, Charlotte,
North Carolina 28255, all rights, title and interest to all moneys due or to
become due Assignor from the United States of America, or from any agency or
department thereof, under Contact Number ________________________, with a dollar
value of $_________________________.
The Assignee shall not be held responsible for the performance of any work for
the manufacture or delivery of any of the items mentioned in said contract or
contracts.
___________________________________
Name:
Title:
Signed, sealed and delivered:
Attested by: [SEAL]
___________________________________
[NAME], Corporate Secretary
Assignment accepted at ________________________________________________
(City) (County) (State)
this_____ day of_____,_____
NationsBank, N.A (SOUTH), as Assignee
__________________________________
Name:
Title:
<PAGE>
EXHIBIT D-2
to
Pledge and Security Agreement
-----------------------------
NOTICE OF ASSIGNMENT
TO: [NAME OF CONTRACTING OFFICER]
[ADDRESS]
This has reference to Contract No.__________________ dated__________,________,
entered into between [NAME OF GRANTOR], [ADDRESS], and the [NAME OF GOVERNMENTAL
AUTHORITY] [NAME OF OFFICE] [ADDRESS], for delivery of goods and services as
described in the aforementioned contract.
Moneys due or to become due under the contract described above have been
assigned to the undersigned under the provisions of the Assignment of Claims Act
of 1940, as amended, 31 U.S.C. 3727, 41 U.S.C. 15.
A true copy of the instrument of assignment executed by the Contractor on [DATE]
is attached to the original notice.
Payments due or to become due under this contract should be made to the
undersigned assignee by wire transfer pursuant to the wire transfer instructions
attached hereto.
Please return to the undersigned the three (3) enclosed copies of this notice
with appropriate notations showing the date and hour or receipt, and signed by
the person acknowledging receipt on behalf of the addressee.
Very truly yours,
By:______________________________________
Name:
Title:
NATIONSBANK, N.A. (SOUTH)
100 North Tryon Street
7th Floor
Charlotte, NC 28255
ABA No.__________
Re: Firearms Training Systems, Inc.
ACKNOWLEDGMENT
Receipt is acknowledged of the above notice and of a copy of the instrument of
assignment. They were received at ______ (a.m.) (p.m.) on
_____________________, _____.
________________________________
[Signature]
________________________________
[Title]
On behalf of: [NAME OF ADDRESSEE OF THIS NOTICE]
- -- ------ --
<PAGE>
EXHIBIT 10.07
OPTION TO LEASE
---------------
THIS AGREEMENT, made this 4th day of May 1993, by and between TECHNOLOGY
PARK/ATLANTA, INC., a Georgia corporation (herein called "Lessor"), and FIREARMS
TRAINING SYSTEMS, INC., a Delaware corporation (herein called "Lessee");
W I T N E S S E T H: That,
- - - - - - - - - - ----
WHEREAS, contemporaneously herewith Lessor and Lessee entered that certain
Lease Agreement (herein called the "Other Lease") under which Lessee leased
approximately 85,000 square feet of space in a building (herein called the
"Other Building") to be constructed by Lessor on land lying adjacent to the Land
(as hereinafter defined); and
WHEREAS, Lessor owns that certain tract of real property containing
approximately 9.20 acres and described on Exhibit "A", attached hereto and by
-----------
this reference incorporated herein and made a part hereof (herein called the
"Land"); and
WHEREAS, on the terms and conditions hereinafter set forth, Lessee desires
to acquire, and Lessor is willing to grant, an option to lease the Land and
certain improvements to be built thereon in accordance with this Agreement;
NOW THEREFORE, for and in consideration of TEN AND NO/100 DOLLARS ($10.00)
in hand paid by Lessee to Lessor and the mutual promises contained herein, the
receipt, adequacy and sufficiency of which are hereby acknowledged, Lessee and
Lessor hereby agree as follows:
1. Definitions. As used herein, the following terms shall have the
-----------
meanings set forth in this Section 1:
1.1 "Annual Square Foot Rental Rate" shall mean the annual base
rental per rentable square foot of the Building (as hereinafter defined) and
shall be calculated in accordance with the following formula:
[Total Cost of Premises
(including the Fair Market
Value of the Land)] x Yield Rate
----------------------------------------------------------
Gross Square Feet within the Building
1.2 "Construction Cost" shall mean the amount Lessor would expect to
pay a contractor to construct the Premises substantially in accordance with the
Plans, which shall be determined by Lessor by soliciting bids from three (3)
contractors selected by Lessor and reasonably acceptable to Lessee. The
Construction Cost shall include the cost of all
<PAGE>
tenant improvement work within the Building which shall not exceed Twelve
Dollars ($12.00) per rentable square foot of the Building, the cost of any
insurance premiums which are required to be maintained with respect to the
Premises, the cost of sales or use taxes on materials provided to the Premises,
the cost of all permitting fees, the cost of utility tap and service fees and
the cost of administrative, overhead and profit allowances charged by the
contractor. All other factors being equal, Lessor will choose the contractor
that submits the lowest bid. The cost set forth in the bid submitted by such
chosen contractor shall be deemed to be the Construction Cost.
1.3 "Fair Market Value of the Land" shall mean the fair market value of
the Land as may be agreed to by Lessor and Lessee within fourteen (14) days
after Lessee's exercise of the Option (as hereinafter defined) or as determined
by the following procedure:
1.3.1 Lessor shall submit to Lessee a list of five (5) real
estate appraisers, each of which (i) is a member of the American Institute of
Real Estate Appraisers (or any successor association or body of comparable
standing if such institute is not then in existence), (ii) shall have at least
ten (10) years experience in the appraisal of real estate, (iii) shall be
familiar with property values in the metropolitan Atlanta, Georgia area and (iv)
shall have reasonable experience in the appraisal of land values. Within
fourteen (14) days after Lessee's receipt of such list of appraisers, Lessee
shall choose two (2) appraisers from such list to determine the Fair Market
Value of the Land. Each of the two (2) appraisers so designated by Lessee shall
appraise the Fair Market Value of the Land, independent of one another. The Fair
Market Value of the Land shall be the price on the date Lessee exercises the
Option which a seller, willing but not obligated to sell, would accept for the
Land, and which a buyer, willing but not obligated to buy, would pay therefore
in an arm's length transaction. The appraisers shall assume that the Land would
be sold free and clear of any and all encumbrances not of public record in an
"all cash" transaction. The average of the two (2) appraisers' values shall be
deemed to be the Fair Market Value of the Land for purposes of determining the
Annual Square Foot Rental under Section 1.1 hereof and shall be binding on the
parties hereto.
1.4 "Premises" shall mean the Building and the Land, together with all
easements benefitting the Land which arise under the Protective Covenants (as
defined in the Other Lease).
1.5 "Plans" shall mean those final plans and specifications of the
construction of the Premises, prepared by Lessor for the mutual approval of
Lessor and Lessee and as approved by Lessor and Lessee which Plans shall not
allocate more than Twelve Dollars ($12.00) per rentable square foot of the
-2-
<PAGE>
Building towards the construction of interior tenant improvements.
1.6 "Substantially Complete" shall mean with respect to the Premises,
(i) completed substantially in accordance with the Plans with all utilities
including telephone conduit, other than telephone operations, being made
available in accordance with Section 6.1 of the Other Lease, to the extent that
such Premises can be occupied by Lessee, (ii) that Lessor provides Lessee with a
temporary certificate of occupancy for the Premises (and Lessor diligently
pursues issuance of a final certificate of occupancy), and (iii) that Lessor
provides Lessee with a certificate from Lessor's architect certifying that the
Premises have been substantially completed substantially in accordance with the
Plans, it being understood that minor punch list items, final clean up and
landscaping and similar items shall not be considered an obstruction to the
Premises being deemed Substantially Complete.
1.7 "Total Cost of Premises" shall mean the sum of all costs and
expenses incurred and to be incurred by Lessor in the construction of the
Premises in accordance with the Plans, including, without limitation, the
Construction Cost, fees and expenses of architects, engineers, accountants,
attorneys and surveyors in connection with the Premises, Lessor's overhead and
profit with respect to the Premises, costs of purchasing, designing and
installing the landscaping, costs of grading the Land which costs shall be
consistent with the costs of grading the land on which the Other Building is
situated and the Fair Market Value of the Land.
1.8 "Yield Rate" shall mean the sum of (i) the yield per annum
determined by Lessor as of the date on which such lease agreement referenced in
Section 2.4 hereof is executed (herein called the "Lease Execution Date") to be
the yield in the secondary market on U.S. Government Treasury Notes on amounts
comparable to the Total Cost of Premises (including the Fair Market Value of the
Land) with a maturity that is nearest to ten (10) years (such determination to
be based on annual yields published in The Wall Street Journal, and if such
annual yields are not published in The Wall Street Journal, such determination
shall be based upon annual yields obtained from the Federal Reserve Statistical
Release H.15, published by the Board of Governors or the Federal Reserve System
of the United States), plus (ii) 4.81% (representing the difference of 11.00%
minus. 6.19%, which 6.19% is the yield per annum as of April 7, 1993 in the
secondary market on U.S. Government Treasury Notes with a maturity date nearest
to April 7, 2003 as published in The Wall Street Journal on April 7, 1993),
which Yield Rate shall be subject to Lessor's ability to permanently finance the
Building on terms reasonably acceptable to Lessor.
-3-
<PAGE>
2. Grant of Option to Lease. Lessor hereby grants to Lessee the right and
------------------------
option (herein called the "Option") to lease from Lessor a maximum aggregate
amount of approximately 114,000 rentable square feet (herein called the "Maximum
Expansion Amount") of space in a building (herein called the "Building") to be
constructed by Lessor on the Land of a quality and type consistent with the
Other Building in accordance with the terms and conditions set forth herein.
Lessor hereby represents and warrants to Lessee that Lessor owns fee simple
title to the Land and that there exists no mortgage, deed to secure debt or
ground lease encumbering the Land other than that certain deed to secure debt
held by Lloyds Bank Plc. Lessor shall provide Lessee with a non-disturbance
agreement from Lloyds Bank Plc meeting the requirements set forth in the other
Lease, on or before the date that is thirty (30) days after such non-disturbance
agreement has been delivered to Lloyds Bank Plc.
2.1 On or before the date (herein called the "Option Exercise Deadline")
that is four and one-half (4 1/2) years after the Commencement Date (as defined
in the other Lease), and provided that (i) Lessee is not in default under the
terms of the Other Lease at the time of Lessee's exercise of the Option, (ii)
Lessee is in possession of the "Premises" (as defined in the Other Lease), (iii)
the Other Lease is then in full force and effect and (iv) Lessee has exercised
the Option to Extend (as defined in the Other Lease) if so required under the
terms of Section 2.5 hereof, Lessee shall have right to exercise the Option, on
one or more occasions, by delivering written notice to Lessor of such exercise
together with a specification of the amount of space Lessee desires to lease,
which shall be in increments of at least 30,000 rentable square feet and shall
be of such a configuration and design so that the remainder of the Land is, in
Lessor's reasonable judgment, marketable for sale to third parties.
2.2 Lessor shall as quickly as reasonably possible after receipt of
Lessee's notice of its exercise of the Option in accordance with Section 2.1
hereof, prepare preliminary drawings, plans, and specifications of the Building
and the Premises, including, without limitation, landscaping. Lessor and Lessee
shall cooperate in good faith to resolve any reasonable objections Lessee may
have to such preliminary plans and specifications and to cause final Plans
acceptable to Lessor and Lessee to be created within a reasonable period of time
after Lessee's exercise of the Option.
2.3 As soon as practicable after Lessor and Lessee agree upon final
Plans, Lessor shall determine the Annual Square Foot Rental Rate. Lessor shall
submit the Annual Square Foot Rental Rate as determined in accordance with
Section 1.1 hereof and an itemization of all factors considered in determining
the Annual Square Foot Rental Rate, and Lessee shall on or before the date that
is thirty (30) days after Lessee's receipt of the
-4-
<PAGE>
Annual Square Foot Rental Rate (herein called the "Response Date") either
approve or disapprove such Annual Square Foot Rental Rate. if Lessee fails to
respond to Lessor on or before the Response Date, then Lessee shall be deemed to
have rescinded its exercise of the Option.
2.4 In the event that Lessee approves the Annual Square Foot Rental
Rate, then promptly upon such approval the parties shall enter into a definitive
and binding lease agreement which obligates Lessor to construct the Building
substantially in accordance with the Plans and which is substantially in the
form of the Other Lease, except as provided in Section 2.5 hereof, and Lessor
shall cause the Premises to be completed substantially in accordance with final
Plans within a reasonable period of time. In the event that Lessor fails to
substantially complete construction of the Premises within a reasonable period
of time, then Lessee shall have the right to terminate the exercise of the
Option, together with any and all other remedies for a default by Lessor
provided hereunder or at law or in equity.
2.5 The definitive lease agreement entered in accordance with Section
2.4 hereof shall be substantially in the form of the Other Lease, except that
(i) the "Annual Base Rental" shall be calculated based on the Annual Square Foot
Rental Rate, (ii) the term of such lease agreement shall commence upon Lessor's
substantial completion of the improvements to the Premises and shall expire
either (A) in the event that such lease agreement commences on or before the
date that is two and one-half (2 1/2) years after the Commencement Date (as
defined in the Other Lease), on the date that is ten and one-half (10 1/2) years
after the Commencement Date (as defined in the other Lease) or (B) in the event
that such lease agreement commences after the date that is two and one-half (2
1/2) years after the Commencement Date (as defined in the Other Lease), on the
date that is eight (8) years after such lease agreement commences, provided that
in the event that such lease agreement commences after the date that is two and
one-half (2 1/2) years after the Commencement Date (as defined in the Other
Lease) then Lessee's right to exercise the Option shall be subject to and
conditioned upon Lessee's prior exercise of the Option to Extend (as defined in
the Other Lease) so as to extend the term of the Other Lease to such a date so
that the Lease and the Other Lease shall terminate on the same date, (iii) in
the event Lessee exercises the Second Option to Extend (as defined in the Other
Lease) Lessee shall have the option to extend the term of such lease agreement
on the same terms and conditions as provided in the Second Option to Extend
under the Other Lease, (iv) Lessee shall have no rights to renew, expand or
purchase the Premises and (v) Lessor shall have no obligations to provide any
allowance or improve the Premises except as expressly provided herein and Lessor
shall not be liable for any delays in the substantial completion of the
Premises.
-5-
<PAGE>
3. Right of First Offer. After the date that is four and one-half (4 1/2)
--------------------
years after the Commencement Date (as defined in the Other Lease) and until the
termination or other expiration of the Lease Term (as defined in the Other
Lease) and provided Lessee is not in default under the Other Lease, Lessee shall
have a right of first offer to purchase or lease the Premises or any portion
thereof as hereinafter set forth (herein called the "Right of First Offer").
3.1 Except with respect to an entity having the power of eminent domain
in connection with condemnation proceedings or an entity to whom a security
interest in the Premises is granted, neither the Premises, nor any portion
thereof, nor any interest therein shall be sold, leased or otherwise transferred
unless and until Lessor shall have first offered to sell or lease the Premises
to Lessee and Lessee shall have waived, in writing or as otherwise provided
herein, its right to purchase or lease the Premises or has agreed to purchase or
lease the Premises on the terms set forth in this Section 3. If Lessor at any
time desires to sell or lease the Premises, or any portion thereof or interest
therein, to a third party, Lessor shall first deliver to Lessee notice of such
intention, together with the terms on which Lessor would sell or lease the
Premises (herein called the "Notice Letter"). Within ten (10) business days
after receipt of such Notice Letter, Lessee, if it chooses to exercise its Right
of First Offer, must deliver to Lessor an agreement to purchase or an agreement
to lease, as appropriate, the Premises at the price or rental and under the same
terms and conditions as provided in the Notice Letter, except that if the Notice
Letter contemplates a sale, the sale shall be closed on the later of the date
for closing specified in the Notice Letter or ninety (90) days after Lessee
delivers to Lessor the executed agreement to purchase. In the event that Lessee
fails to close the purchase of the Premises within the later of the date for
closing specified in the Notice Letter or ninety (90) days as specified in the
preceding sentence, or in the event of a lease agreement Lessee fails to execute
a definitive Lease Agreement reasonably acceptable to Lessor within ninety (90)
days after exercise of its Right of First Offer, through no fault of Lessor,
then Lessee's right to purchase the Premises pursuant to this Section 3 hereof
shall automatically terminate and lapse.
3.2 If Lessee shall elect to waive its Right of First Offer or shall
fail to exercise said right within ten (10) business days of receipt by Lessee
of the Notice Letter in accordance with Section 3.1 hereof, then Lessee's Right
of First Offer shall lapse and terminate and Lessor shall be entitled to
consummate the sale or lease of the Premises or any portion thereof to any third
party free of any right of Lessee.
3.3 If Lessor fails to consummate the sale or lease of the Premises to a
third party at the same price or rental as set forth in the Notice Letter on or
before the date that is one
-6-
<PAGE>
hundred eighty (180) days after the Right of First Offer lapses in accordance
with Section 3.2 hereof, then Lessee's Right of First Offer shall be reinstated
and Lessee may thereafter elect to exercise its rights under this Section 3.
3.4 Lessee's Right of First Offer shall completely terminate, lapse and
be of no further force and effect upon Lessee's waiver or deemed waiver of the
Right of First Offer in accordance with Section 3.2 hereof or upon Lessor's
consummation of the sale or lease of the Premises or any portion thereof to a
third party.
4. Termination. In the event Lessee fails to exercise the Option in
-----------
accordance with Section 2 hereof and the Right of First Offer in accordance with
Section 3 hereof, Lessee's rights hereunder shall terminate, lapse and be of no
further force and effect.
5. Miscellaneous.
-------------
5.1 Words of any gender used in this Agreement shall be held and
construed to include any other gender, and words in the singular number shall be
held to include the plural unless the context otherwise requires.
5.2 The captions are inserted in this Agreement for convenience only,
and in no way define, limit, or describe the scope or intent of this Agreement,
or of any provision hereof, nor in any way affect the interpretation of this
Agreement.
5.3 This Agreement is made and delivered in the State of Georgia and
shall be governed by and construed in accordance with the laws of the State of
Georgia.
5.4 This Agreement may be executed in one or more original counterparts
each of which shall be considered an original for all purposes.
5.5 All notices and other communications hereunder shall be in writing
and shall be deemed to have been given when delivered in person or three (3)
days after depositing the same in the United States Mail, return receipt
requested, addressed to the parties at the respective addresses set out below:
If to Lessee: Firearms Training Systems, Inc.
------------
110 Technology Parkway
Norcross, Georgia 30092
If to Lessor: Technology Park/Atlanta, Inc.
------------
Suite 300
40 Technology Park/Atlanta
Norcross, Georgia 30092
-7-
<PAGE>
or to such other addresses as the parties may direct from time to time by thirty
(30) days' written notice. However, the time period in which a response to any
notice, demand, or request must be given, if any, shall commence to run from the
date of receipt of the notice, demand, or request by the addressee thereof.
Rejection or other refusal to accept or the inability to deliver because of
changed address of which no notice was given shall be deemed to be receipt of
the notice, demand, or request sent.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals the day and year first above written.
LESSOR:
Signed, sealed and delivered TECHNOLOGY PARK/ATLANTA, INC.,
in the presence of: a Georgia corporation
/s/ Angela D. Hicks By: /s/ Richard R. O'Brien
---------------------------- --------------------------
Witness Richard R. O'Brien
Executive Vice President
Linda H. Gaines Attest: /s/ Mason W. Stephenson
- ---------------------------- -------------------------
Notary Public Mason W. Stephenson
Assistant Secretary
My Commission Expires: 8/24/95
(NOTARY SEAL) (CORPORATE SEAL)
LESSEE:
------
Signed, sealed and delivered FIREARMS TRAINING SYSTEMS,
in the presence of: INC., a Delaware corporation
____________________________ By: /s/ Jody Scheckter
-----------------------
Witness Its: President
-----------------------
Phyllis Pearce Attest: /s/ Clare Fawkes
- ---------------------------- ----------------------
Notary Public Its: Corporate Secretary
---------------------
My Commission Expires: 1/17/93 [CORPORATE SEAL]
-8-
<PAGE>
TRACT #3
EXHIBIT A
---------
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 421, lst District,
lst Section, Forsyth County, Georgia, and being more particularly described as
follows:
TO FIND THE TRUE POINT OF BEGINNING, commence at a point which marks the
southern end of a mitered corner of the intersection of the southeastern right-
of-way line of Lakefield Drive and the northeastern right-of-way line of
McGinnis Ferry Road (80 foot right-of-way); run thence in a southeasterly
direction along the northeastern right-of-way line of McGinnis Ferry Road south
58 degrees 05 minutes 00 seconds east 904.47 feet to a point; thence leaving
said right-of-way line run north 24 degrees 30 minutes 00 seconds east 109.21
feet to a point; run thence along an arc of a curve to the right (Chord: north
32 degrees 31 minutes 51 seconds east 148.09 feet; Radius: 530.00 feet) an arc
distance of 148.58 feet to a point; run thence along an arc of a curve to the
right (Chord: north 59 degrees 08 minutes 47 seconds east 82-86 feet; Radius:
130.00 feet) an arc distance of 84.33 feet to a point; run thence north 39
degrees 20 minutes 00 seconds west 30.00 feet to a point and the TRUE POINT OF
BEGINNING; from the TRUE POINT OF BEGINNING as thus established run thence north
39 degrees 20 minutes 00 seconds west 301.11 feet to a point; run thence north
31 degrees 55 minutes 00 seconds east 507.00 feet to a point; run thence north
88 degrees 55 minutes 40 seconds east 767.51 feet to a point located on the
western right-of-way line of proposed Martin-Marietta Access Road (proposed 100
foot right-of-way); run thence in a southerly direction along said right-of-way
south 00 degrees 29 minutes 11 seconds west 412.24 feet to a point; thence
leaving said right-of-way line run thence north 88 degrees 30 minutes 00 seconds
west 692.94 feet to a point; run thence south 27 degrees 37 minutes 16 seconds
west 320.01 feet to a point and the TRUE POINT OF BEGINNING.
The above-described property contains 9.1724 acres, and is shown on, and
described according to, that certain survey for Technology Park/Atlanta, Inc. by
Hannon, Meeks & Bagwell, Surveyors and Engineers, Inc. (Miles H. Hannon, Georgia
Registered Land Surveyor No. 1528), dated April 27, 1993, last revised April 29,
1993, which survey is incorporated herein and by this reference made a part of
this description.
<PAGE>
EXHIBIT 10.08
LEASE
-----
THIS LEASE, made this 4th day of May, 1993, between TECHNOLOGY
PARK/ATLANTA, INC., a Georgia corporation having an office at 40 Technology
Parkway, Suite 300, Norcross, Georgia 30092 (herein called "Lessor"), and
FIREARMS TRAINING SYSTEMS, INC., a Delaware corporation having an office at 110
Technology Parkway, Norcross, Georgia 30092 (herein called "Lessee");
W I T N E S S E T H: That,
-------------------- ----
WHEREAS, Lessor is the owner of that certain tract of land containing
approximately 7.5 acres and described on Exhibit "A", attached hereto and by
-----------
this reference incorporated herein and made a part hereof (herein called the
"Land") on which Lessor proposes to construct a building as hereinafter provided
(herein called the "Building"); and
WHEREAS, Lessee wishes to lease from Lessor the Building and that portion
of the Land on which the Building is situated (herein, together with all
easements benefitting the Land which arise under the Protective Covenants [as
hereinafter defined], collectively called the "Premises") and Lessor wishes to
lease to Lessee the Premises, on the terms and conditions hereinafter provided;
NOW, THEREFORE, in consideration of the payment of the rent and the keeping
and performance of the covenants and agreements by Lessee as hereinafter set
forth, Lessor does hereby lease to Lessee, and Lessee does hereby lease from
Lessor, the Premises. Lessee hereby acknowledges that except as expressly
provided herein Lessor has not made any representation or warranty as to the
suitability of the Premises for the conduct of Lessee's business. No easement
for light or air is included in the Premises.
FOR AND IN CONSIDERATION of the leasing of the Premises as aforesaid, the
parties hereby covenant and agree as follows:
1. TERM. The term of this Lease (as the same may be extended as
----
hereinafter provided is herein called the "Lease Term") shall commence on the
date (herein called the "Commencement Date") on which the Building is
"substantially complete" (as hereinafter defined) and unless sooner terminated
pursuant to the provisions hereof shall terminate at 11:59 p.m. on the date next
preceding the date that is ten and one-half (10 1/2) years after the
Commencement Date (herein called the "Expiration Date"). Notwithstanding
anything contained in this Lease to the contrary, Lessee's obligations under
this Lease with respect to the Premises shall not commence until the
Commencement Date, except that prior to the Commencement Date Lessee does have
<PAGE>
certain obligations with respect to the construction of the Premises as set
forth more specifically in Section 40 hereof. After the Commencement Date, and
on the request of either Lessor or Lessee, Lessor and Lessee shall execute a
written agreement setting forth the Commencement Date, the rate of Annual Base
Rental for each Rental Lease Year of the Lease Term, the First Rental Payment
Date and the Expiration Date.
2. RENT.
----
2.1 The annual base rental (herein called "Annual Base Rental") for the
Premises shall be as follows for each respective Rental Lease Year (as
hereinafter defined), shall be based on 86,052 rentable square feet as shown in
the Plans (as hereinafter defined), shall be subject to adjustment in accordance
with Section 40 hereof and shall be payable in equal monthly installments
(herein called "Base Rent") payable in advance on the first day of each and
every calendar month during the Lease Term commencing on the First Rental
Payment Date (as hereinafter defined):
Rental Lease Year 1 $4.97 per rentable square foot Annual Base Rental of
$427,678.44 Base Rent per month of $35,639.87
Rental Lease Year 2 $5.02 per rentable square foot Annual Base Rental of
$431,981.04 Base Rent per month of $35,998.42
Rental Lease Year 3 $5.06 per rentable square foot Annual Base Rental of
$435,423.12 Base Rent per month of $36,285.26
Rental Lease Year 4 $5.11 per rentable square foot Annual Base Rental of
$439,725.72 Base Rent per month of $36,643.81
Rental Lease Year 5 $5.16 per rentable square foot Annual Base Rental of
$444,028.32 Base Rent per month of $37,002.36
Rental Lease Year 6 $5.22 per rentable square foot Annual Base Rental of
$449,191.44 Base Rent per month of $37,432.62
Rental Lease Year 7 $5.28 per rentable square foot Annual Base Rental of
$454,354.56 Base Rent per month of $37,862.88
Rental Lease Year 8 $5.33 per rentable square foot Annual Base Rental of
$458,657.16 Base Rent per month of $38,221.43
-2-
<PAGE>
Rental Lease Year 9 $5.48 per rentable square foot Annual Base Rental of
$471,564.96 Base Rent per month of $39,297.08
Rental Lease Year 10 $5.53 per rentable square foot Annual Base Rental of
$475,867.56 Base Rent per month of $39,655.63
As used in this Section 2.1, the term "Rental Lease Year" shall mean a period of
time, and the first Rental Lease Year shall commence on the date that is six (6)
months after the Commencement Date (the "First Rental Payment Date") and shall
end on the last day of the calendar month preceding the calendar month in which
the first anniversary of the First Rental Payment Date occurs. Each succeeding
Rental Lease Year shall commence on the day immediately following the last day
of the immediately preceding Rental Lease Year and shall end on the day that is
the anniversary of the date on which the previous Rental Lease Year ended. For
the avoidance of doubt, Lessee shall not be obligated to pay Annual Base Rental
or Base Rent for the six (6) month period from the Commencement Date until the
First Rental Payment Date, but shall pay all other costs associated with the
Premises from and after the Commencement Date. Base Rent shall be prorated at
the rate of 1/30th of the Base Rent for any partial month. Upon "substantial
completion" of the Premises, Lessor shall provide Lessee with a calculation of
the rentable square feet in the Premises, certified by the Lessor's architect.
If such calculation shows a different number of rentable square feet in the
Premises than 86,052, the Annual Base Rental and Base Rent shall be adjusted to
reflect the actual number of rentable square feet in the Premises.
3. [RESERVED.]
4. USE; OPERATION.
--------------
4.1 Lessee shall use the Premises only for office, training, service,
research, production and distribution purposes (herein called the "Allowed
Uses") and not in violation of the Protective Covenants (as hereinafter
defined), and for no other purpose without the prior written consent of Lessor.
Lessee shall operate its business in the Premises during the entire Lease Term
and in a reputable manner in compliance with all applicable laws, ordinances,
regulations, covenants, restrictions, and other matters shown on the public
records, now in force or hereafter enacted. Lessee will not permit, create, or
maintain any disorderly conduct, trespass, noise, or nuisance whatsoever about
the Premises which has a tendency to annoy or disturb any persons occupying
adjacent premises.
4.2 Lessor represents and warrants to Lessee that as of the date hereof,
the Land is zoned M-1 under the Zoning Ordinance of Forsyth County, Georgia, and
that such zoning
-3-
<PAGE>
classification as well as the Protective Covenants permit the Allowed Uses in
the Premises.
4.3 Lessee shall not make or permit any odor that is objectionable to the
public, to emanate from the Premises, and shall not create, permit, or maintain
a nuisance thereon, and shall not do any act tending to injure the reputation of
the Building.
4.4 Lessee shall cause all loading and unloading of any goods or materials
delivered to or sent from the Premises to be done only at the loading dock area
of the Building or such other dock area as Lessor may designate. Lessee hereby
agrees to remove within five (5) days of receiving notice from Lessor any goods
or materials delivered to or sent from the Premises stored on, accumulated on or
obstructing the loading dock area, trash bay, sidewalks, driveways, parking
areas, or entrances of the Building. Lessee acknowledges that violations of
this Section 4.4 shall constitute a material breach of this Lease.
4.5 Lessee shall not perform or permit any work to be done on the loading
dock, sidewalks, driveways, parking areas, or landscaped areas of the Premises
without obtaining the prior written consent of Lessor.
4.6 Lessee shall not use, handle, store, deal in, discharge, or fabricate
in violation of any local, state, or federal environmental protection
legislation or regulation any environmentally hazardous wastes or materials as
the same are now or hereafter may be defined or classified by any local, state,
or federal environmental protection legislation or regulation issued pursuant
thereto. Lessor hereby warrants and represents to Lessee that to the best of
Lessor's knowledge the Premises have not previously been used as a land fill or
as a dump for chemical or nuclear waste, garbage or refuse and that to the best
of Lessor's knowledge, there has been no release or disposal of hazardous or
toxic substances, wastes or materials in, on or under the Premises other than de
minimis amounts generally found in similar commercial developments of the same
type, size and location as the Premises.
5. NET LEASE; AMOUNT DUE. Except as provided in Section 7 hereof, this
---------------------
Lease shall be a completely net lease and Lessee shall pay to Lessor, net
throughout the Lease Term, the rent and all other sums, amounts, liabilities,
payments due under Section 40.4 hereof, and obligations which Lessee herein
assumes or agrees to pay (whether designated Annual Base Rental, Base Rent,
additional rent, costs, fees, expenses, damages, losses, or otherwise) (all of
which are herein called "Amount Due") as herein provided promptly at the times
and in the manner herein specified without deduction, setoff, abatement,
counterclaim, or defense. If any Amount Due is not received by Lessor on or
before the date on which it is due, as extended for any
-4-
<PAGE>
applicable notice or grace periods, Lessee shall pay Lessor a late charge equal
to five percent (5%) of the amount of such past due payment, notwithstanding the
date on which such payment is actually paid to Lessor; however, no more than
twice during any consecutive twelve (12) calendar month period during the Lease
Term, Lessor shall, upon Lessee's request, defer the late charge otherwise due
until ten (10) days after Lessor has given Lessee written notice of such non-
payment provided that Lessee can demonstrate to Lessor's reasonable satisfaction
that extraordinary and unforeseen factors caused such non-payment. If such
Amount Due is not paid within thirty (30) days of the date on which it was
originally due, as extended for any applicable notice or grace periods, then, in
addition to such late charge, Lessee shall pay Lessor interest on such Amount
Due from the date on which it was originally due until the date it is actually
paid at a rate per annum equal to the lesser of (i) the prime rate of interest
announced by Wachovia Bank of Georgia, N.A., or its successors, from time to
time for 90-day unsecured loans (herein called the "Prime Rate") plus two
percent (2%) or (ii) the maximum rate permitted by applicable law. Any such
late charge and interest shall be due and payable at the time of actual payment
of the Amount Due. Any Amount Due payable to Lessor by Lessee shall be paid in
cash or by check at the office of Lessor, 40 Technology Parkway, Suite 300,
Norcross, Georgia 30092, or at such other place or places as Lessor may from
time to time designate in writing. Lessor shall not be required to make any
payment of any kind whatsoever with respect to the Premises, except as may be
expressly set forth herein.
6. UTILITIES AND SERVICES.
----------------------
6.1 Lessee shall pay during the Lease Term the costs of all utilities
furnished to the Premises, including, without limitation, water, gas (if any),
electricity, sewer and refuse disposal. Lessee shall be solely responsible for
the payment of all telephone and cable charges, including, without limitation,
the cost of installation at the Premises of all telephone and cable equipment
which shall be installed at the request of Lessee. The furnishing of and cost
of janitorial services for the Premises shall be the sole responsibility of
Lessee. Lessor shall cause the lines serving the foregoing utilities to be
brought over or under dedicated public rights of way to the property line of the
Land or to unencumbered easements on or before the Commencement Date.
6.2 Lessor shall not be held liable for any damage or injury suffered by
Lessee or by any of Lessee's licensees, agents, invitees, customers, servants,
employees, contractors or subcontractors (herein collectively called the "Lessee
Parties"), resulting directly, indirectly, proximately or remotely from the
installation, use or interruption of any utility service to the Premises or the
Building, including, without limitation, temporary failure to supply any
heating, air conditioning,
-5-
<PAGE>
electrical, water or sewer services, or any of them, and in particular any
interruption in service by any cause beyond the immediate control of Lessor
unless such damage or injury is caused by the negligence or misconduct of
Lessor. No temporary failure to provide services shall relieve Lessee from
fulfillment of any covenant of this Lease, including, without limitation, the
covenant to pay Annual Base Rental, Base Rent or any other Amount Due in the
manner and amounts, and promptly at the times, as herein set forth. Further,
the parties acknowledge that the temporary failure to provide such services for
any reason shall not render the Premises untenantable.
7. MAINTENANCE.
-----------
7.1 Lessor shall keep the roof, sidewalls, floor slab (excluding floor
covering unless due to Lessor's negligence or a construction defect), paved
parking lots on the Land and canopies on the Building in good repair, except as
to damage arising from the acts or omissions of Lessee or the Lessee Parties.
Except as otherwise provided in this Section 7.1 and Section 40 hereof, Lessor
shall not be obligated to maintain or make any repairs or replacements to the
Premises or the Building or to landscape and maintain the Land during the Lease
Term, and Lessee covenants and agrees to assume all responsibility of repair,
maintenance and landscaping of the Premises.
7.2 Upon the Commencement Date, Lessee shall accept and occupy the
Premises for its intended use, subject to minor punchlist items which do not
materially interfere with Lessee's use of the Premises in accordance with
Section 4 hereof, and, except as otherwise provided in Section 7.1 hereof,
Lessee shall, at its sole cost, risk, expense and liability, keep and maintain
the Premises in good order and repair, and in compliance with all applicable
governmental codes, ordinances and regulations. Lessee shall also (i) keep all
sewer and utility lines of the Building, including, without limitation, all
sewer connections, plumbing, heating, ventilating and air conditioning equipment
and appliances, wiring and glass, in good order and repair; (ii) provide
janitorial services for the Building; (iii) keep the Premises free from all
litter, dirt, debris and obstructions and in a clean and sanitary condition; and
(iv) maintain the lawns, landscaping, gardens, sidewalks, driveway and parking
lots of the Premises in a clean and orderly manner.
7.3 On or before the Commencement Date Lessee shall procure and thereafter
maintain (i) service contracts reasonably acceptable to Lessor for all heating,
ventilation and air conditioning systems in the Building and (ii) landscaping
contracts reasonably acceptable to Lessor for proper maintenance and landscaping
of the Land. All manufacturer and retailer warranties and guaranties which
Lessor receives with respect to heating, ventilation and air conditioning
systems in the Premises shall be assigned by Lessor to Lessee; provided,
however, that to
-6-
<PAGE>
the extent Lessor corrects any defective work or other condition subject to such
warranties or guaranties, Lessor shall be subrogated to Lessee's rights under
any such warranties and Lessee shall assist and cooperate with Lessor in
enforcing all such warranties or guaranties. To the extent any warranties or
guaranties are still in effect upon the termination of this Lease, Lessee shall
promptly assign its rights under such warranties and guaranties to Lessor.
7.4 At the expiration or other termination of this Lease, Lessee shall
surrender the Premises (and the keys thereto) in as good condition as when
received, loss by fire or other casualty not the result of any act or omission
of Lessee, or loss resulting from condemnation in accordance with Section 14.2
hereof, or ordinary wear and tear, excepted.
7.5 Nothing in this Section 7 shall be deemed to relieve Lessee from any
liability which Lessee may have to Lessor, under the terms of this Lease or
otherwise, on account of any damage as may be caused to the Premises or the
Building by the negligence or misconduct of Lessee, or its agents, employees,
invitees or licensees.
8. FORCE MAJEURE. In the event that either party hereto shall be delayed
-------------
or hindered in or prevented from the performance of any act required hereunder
(excluding Lessor's obligation to substantially complete the Premises in
accordance with Section 40 hereof) by reason of strikes, lockouts, labor
troubles, inability to procure materials, failure of power, restrictive
government laws or regulations, riots, insurrection, war, or other reason of a
like nature other than finance not the fault of the party delayed in performing
work or doing acts required under the terms of this Lease, then performance of
such act shall be excused for the period of the delay and the period for the
performance of any such act shall be extended for a period equivalent to the
period of the delay. The provisions of this Section 8 shall not cancel,
postpone, or delay the due date of any payment to be made by Lessee hereunder,
or operate to excuse Lessee from prompt payment of any Amount Due required by
the terms of this Lease; provided however, nothing herein shall obligate the
-------- -------
Lessee to begin the payment of Rent (but not other Amounts Due) prior to the
First Rental Payment Date.
9. PROPERTY AND LIABILITY INSURANCE.
--------------------------------
9.1 Lessee shall either (i) subject to Lessee's obligation to pay the
premiums associated therewith as hereinafter provided, request that Lessor
obtain prior to the Commencement Date and maintain and keep in full force and
effect, with Lessor and Lessor's mortgagees named as insureds therein as their
respective interests may appear, the following types and kinds of insurance, or
(ii) obtain prior to the Commencement Date and maintain and keep in full force
and effect, with Lessor and
-7-
<PAGE>
Lessor's mortgagees named as insureds or mortgagee payees, as appropriate,
therein as their respective interests may appear, the following types and kinds
of insurance:
9.11 Insurance against damage by fire, lightning and explosion with
extended coverage, upon the Premises and the Building, including all
improvements, fixtures and property of every description and kind owned by
Lessor or which could be owned by Lessor at the conclusion of the Lease Term and
located in the Building, including, without limitation, fittings, installations;
alterations, additions, partitions and fixtures owned by Lessor, in an amount
not less than one hundred percent (100%) of the full replacement cost thereof.
In the event of any damage of the type insured against under this subsection
9.1.1, all insurance proceeds for such damage shall be paid to Lessor and
Lessor's mortgagees.
9.12 Rent insurance against loss of income arising out of damage or
destruction by fire, lightning, vandalism and malicious mischief and such other
hazards as are required to be insured pursuant to subsection 9.1.1 hereof, in an
amount not less than one hundred percent (100%) of twelve (12) months gross
rental income from the Premises. Any proceeds from such rent insurance shall be
paid to Lessor.
9.2 Lessee shall comply with all insurance regulations so the lowest fire,
extended coverage, and liability insurance rates available for the Building
being operated for the Allowed Uses may be obtained by Lessor and will not use
or keep any substance or material in or about the Premises which may vitiate or
endanger the validity of insurance on the Building, increase the hazard or the
risk beyond that for a normal facility operated for the Allowed Uses or result
in an increase in premium on the insurance an the Building. If any insurance
policy upon the Premises or the Building or any part thereof shall be canceled
or shall be threatened by the insurer to be canceled, the coverage thereunder
reduced or threatened to be reduced, or the premium therefor increased or
threatened to be increased in any way by the insurer by reason of the use and
occupation of the Premises by Lessee or by any assignee or subtenant of Lessee
and if Lessee fails to remedy the condition giving rise to the cancellation,
reduction, or premium increase or threat thereof within twenty-four (24) hours
after notice thereof by Lessor, Lessor may, at its option, do any one of the
following:
9.21 Declare a default by Lessee, and thereupon the provisions of Section
12 shall apply; or
9.22 Enter upon the Premises and remedy the condition giving rise to the
cancellation, reduction, or premium increase or threat thereof. In such event,
Lessee shall immediately pay the cost thereof to Lessor as additional rent, and
if Lessee fails to pay such cost, Lessor may declare a
-8-
<PAGE>
default by Lessee and thereupon the provisions of Section 12 shall apply.
Lessor shall not be liable for any damage or injury caused to any property of
Lessee or of others located on the Premises as a result of the reentry; or
9.23 If the sole action taken by the insurer is to raise the premium or
other monetary cost of the insurance, demand payment from Lessee of the premium
or other cost as additional rent hereunder, and if Lessee fails to pay the
increase to Lessor within ten (10) days of demand by Lessor, Lessor may declare
a default by Lessee and thereupon the provisions of Section 12 shall apply.
Notwithstanding any payment by Lessee of insurance premiums, as provided herein,
Lessee acknowledges that it has no right to receive any proceeds from any such
insurance policies carried by Lessor and that such insurance will be for the
sole benefit of Lessor with no coverage for Lessee for any risk insured against.
9.3 All insurance policies shall be taken out with companies acceptable to
Lessor licensed and registered to operate in the State of Georgia and in form
reasonably satisfactory to Lessor. The insurance may be by blanket insurance
policy or policies. Such insurance policies may provide for deductible amounts
from the coverages afforded thereby in amounts of no less than One Thousand
Dollars ($1,000.00). Lessor shall deliver certificates evidencing the insurance
policies and any endorsement, rider, or renewal thereof, to Lessee.
Certificates evidencing renewals shall be delivered to Lessee no later than
fifteen (15) days after each renewal, as often as renewal occurs, and in no
event less than fifteen (15) days prior to the date on which the policy would
otherwise expire. All insurance policies shall require the insurer to notify
Lessee and Lessor's mortgagees in writing thirty (30) days prior to any material
change, cancellation, or termination thereof.
9.4 Lessor and Lessee shall cooperate in connection with the collection of
any insurance monies that may be due in the event of loss, and Lessee and Lessor
shall execute and deliver such proofs of loss and other instruments which may be
required for the purpose of obtaining the recovery of any such insurance monies.
Lessee and Lessor shall each obtain, with respect to all insurance policies
taken out by each which relate to the Premises or Lessee's property in the
Premises, a waiver of Lessee's or Lessor's insurance carrier's subrogation
rights against the other party hereto, in the insurance policy itself or on a
standard form of waiver issued by Lessee's or Lessor's insurance carrier.
9.5 Lessee shall be solely responsible for the payment of the premiums for
all policies of insurance which are required to be maintained by either Lessor
or Lessee under this Section 9. All such premiums shall be included within the
definition of "Amount Due", and shall be paid by Lessee, either to Lessor or to
-9-
<PAGE>
the companies issuing such insurance policies, as appropriate, within fifteen
(15) days after Lessee's receipt of the invoice for the same.
9.6 Lessee shall, during its occupancy of the Premises and during the
entire Lease Term, at its sole cost and expense, obtain, maintain and keep in
force and effect, with Lessee, Lessor and Lessor's mortgagees named as
additional insureds therein as their respective interests may appear, commercial
liability insurance with respect to the ownership, maintenance and operation of
the Premises having a general aggregate limit of liability of not less than
$1,000,000.00 and an umbrella liability policy having a limit of liability of
not less than $2,000,000.00.
9.7 Lessor and Lessee shall each upon receipt of written request from the
other promptly provide the other with copies of all insurance policies that
Lessor or Lessee, as the case may be, is required to maintain hereunder.
10. ALTERATIONS AND IMPROVEMENTS.
----------------------------
10.1 With the prior written consent of Lessor, Lessee may make
alterations, additions or improvements in and to the Premises, and may install
and attach fixtures in and to the Premises. In the event Lessor gives Lessee
written consent to such alterations, improvements or additions, Lessor shall at
that time notify Lessee whether such alterations, improvements, or additions
would have to be removed at the end of the Lease Term. If Lessee requests such
written consent of Lessor and Lessor fails to respond to Lessee's request within
ten (10) days after Lessor's receipt of such request, Lessor shall be deemed to
have given its written consent to such request; provided, however, that in no
event shall Lessor's request for additional information from Lessee be deemed to
be a failure by Lessor to respond to such request. Lessee shall provide Lessor
with all information relating to such alterations, additions or improvements as
Lessor may reasonably request. If Lessor elects that any or all installations
made or installed by or on behalf of Lessee be removed at the end of the Lease
Term, and, if Lessor so elects, it shall be Lessee's obligation to restore the
Premises to the condition they were prior to the alterations, additions, or
improvements on the expiration or other termination of this Lease. Such removal
and restoration shall be at the sole expense of Lessee. All alterations,
additions, or improvements made, installed in, or attached to the Premises by
Lessee, upon the consent specified above, shall be made at Lessee's expense in a
good and workmanlike manner, strictly in accordance with plans and
specifications approved by Lessor, all applicable laws, ordinances, regulations,
and other requirements of any appropriate governmental authority, and any
applicable covenants or other restrictions. Prior to the commencement of any
such
-10-
<PAGE>
work, Lessee shall cause all contractors and subcontractors engaged by Lessee to
perform such work to obtain and thereafter maintain from insurance companies
licensed and registered to operate in the State of Georgia workers' compensation
insurance all in amounts satisfactory under current applicable regulations of
the State of Georgia and public liability insurance having a general aggregate
limit of liability of $1,000,000.00 with a limit of $500,000.00 per occurrence.
10.2 During the Lease Term, Lessee shall keep the Premises free from all
liens, rights to liens, or claims of liens of contractors, subcontractors,
mechanics, or materialmen for work done or materials furnished to the Premises
at the request of Lessee. Whenever and so often as any such lien shall attach
or claims therefor shall be filed against the Premises or any part thereof as a
result of work done or materials furnished to the Property at the request of
Lessee, Lessee shall, within twenty (20) business days after Lessee has received
written notice from Lessor of the claim for lien, cause it to be discharged of
record, which discharge may be accomplished by deposit or bonding proceedings.
If Lessee shall fail to cause the lien to be discharged within the twenty (20)
business day period, then, in addition to any other right or remedy, Lessor may,
but shall not be obligated to, discharge it either by paying the amount claimed
to be due or by procuring the discharge of the lien by deposit or bonding
proceedings. Any amount so paid by Lessor and all costs and expenses,
including, without limitation, attorneys' fees, incurred by Lessor in connection
therewith shall constitute additional rent payable by Lessee under this Lease
and shall be paid by Lessee in full on demand of Lessor together with interest
thereon from the date it was paid by Lessor. Lessee shall not have the
authority to subject the interest or estate of Lessor to any liens, rights to
liens, or claims of liens for services, materials, supplies, or equipment
furnished to Lessee, and all persons contracting with Lessee are hereby charged
with notice that they must look to Lessee and to Lessee's interest only to
secure payment.
10.3 All alterations, additions, or improvements, including, but not
limited to, fixtures, partitions, counters, and window and floor coverings,
which may be made or installed by either of the parties hereto upon the
Premises, irrespective of the manner of annexation, and irrespective of which
party may have paid the cost thereof, excepting only movable office furniture
and shop equipment put in at the expense of Lessee, shall be the property of
Lessor, and shall remain upon and be surrendered with the Premises as a part
thereof at the expiration or other termination of this Lease, without
disturbance, molestation, or injury. Further, notwithstanding anything
contained herein to the contrary, Lessor shall be under no obligation to insure
the alterations, additions, or improvements or anything in the nature of a
leasehold improvement made or installed by or on behalf of Lessee, any of the
Lessee Parties,
-11-
<PAGE>
or any other person, and such improvements shall be on the Premises at the risk
of Lessee only.
10.4 In the event Lessor makes any capital investment, major structural
repairs or improvements in or to the Premises or Building which are required due
to any act of omission or commission by Lessee or any of the Lessee Parties, any
and all cost and expenses incurred by Lessor in making the capital investment,
major structural repairs, or improvements shall constitute additional rent
payable by Lessee under this Lease and shall be paid by Lessee in full on demand
of Lessor, together with interest thereon from the date of the demand.
11. ASSIGNMENT OR SUBLETTING.
------------------------
11.1 Except as provided in the next sentence, Lessee shall not assign this
Lease, or any interest herein, or sublet or allow any other person, firm, or
corporation to use or occupy the Premises, or any part thereof, without the
prior written consent of Lessor, which consent will not be unreasonably withheld
or delayed. However, in connection with Lessee's sale of substantially all of
its assets or a merger, reorganization or consolidation with any other person or
entity, Lessee may assign this Lease to any such successor so long as the net
worth of such successor is equal to or greater than that of Lessee on the date
of such assignment. Notwithstanding anything herein to the contrary, in no
event shall Lessee assign this Lease or transfer a substantial portion of its
assets or a controlling percentage of its capital stock for the purpose of
avoiding any of the obligations hereunder due Lessor. Lessor shall have the
right to make such investigations as it deems reasonable and necessary in
determining the acceptability of the proposed assignee or subtenant. Such
investigations may include inquiries into the financial background, business
history, capability of the proposed assignee or subtenant in its line of
business, and the quality of its operations. Under no circumstances shall
Lessor be obligated to consent to the assignment of this Lease or the subletting
of the Premises to any entity whose use of the Premises Lessor deems
inconsistent with the Protective Covenants described in Section 25 hereof.
Lessee shall provide to Lessor such information as Lessor may reasonably require
to enable it to determine the acceptability of the proposed assignee or
subtenant, including information concerning all of the foregoing matters, and
Lessor shall have no obligation to consent to any assignment or subletting
unless it has received from Lessee (at no cost or expense to Lessor) the most
recent financial statements of the proposed assignee or subtenant and such other
information as Lessor reasonably requires, all certified to be true and correct
by the chief financial officer or general partner of such proposed assignee or
subtenant. No assignment or subletting without Lessor's consent shall release
Lessee from its obligations under this Lease nor shall Lessee permit this Lease
or any interest herein or in the tenancy hereby created to become
-12-
<PAGE>
vested in or owned by any other person, firm, or corporation by operation of law
or otherwise. The power of Lessor to give or withhold its consent to any
assignment or subletting shall not be exhausted by the exercise thereof on one
or more occasions, but shall be a continuing right and power with respect to any
type of transfer, assignment or subletting.
11.2 If Lessee shall assign this Lease or sublet the Premises in any way
not authorized by the terms hereof, the acceptance by Lessor of any Amount Due
from any person claiming as assignee, sublessee, or otherwise shall not be
construed as a recognition of or consent to the assignment or subletting or as a
waiver of the right of Lessor thereafter to collect any rent from Lessee, it
being agreed that Lessor may at any time accept any Amount Due under this Lease
from any person offering to pay it without thereby acknowledging the person so
paying as lessee in place of Lessee herein named, and without releasing Lessee
from the obligations of this Lease, and without recognizing the claims under
which such person offers to pay any Amount Due, but it shall be taken to be a
payment on account by Lessee.
12. DEFAULTS.
--------
12.1 In the event that (i) Lessee shall fail to pay Annual Base Rental,
Base Rent or any other Amount Due herein reserved or any part thereof within
five (5) days after its due date, which failure is not cured within ten (10)
days after receipt of written notice of such failure from Lessor, or (ii) Lessee
shall fail to comply with any of the terms, covenants, conditions, or agreements
herein contained or any of the rules and regulations now or hereafter
established and mutually agreed upon for the government of the Building, which
failure is not cured within thirty (30) days after receipt of written notice of
such failure from Lessor, or (iii) Lessee shall fail to comply with any term
provision, condition, or covenant of any other agreement between Lessor and
Lessee, which failure is not cured within thirty (30) days after receipt of
written notice of such failure from Lessor, or (iv) Lessee commits any default
or breach as defined in any other provision of this Lease, which default or
breach is not cured within thirty (30) days after receipt of written notice of
such default (provided that if a default under clauses (ii), (iii) or (iv)
occurs and compliance cannot reasonably be achieved within such thirty (30) day
period, there shall be no event of default so long as Lessee promptly attempts
and diligently and continuously pursues actions intended to bring about
compliance and does bring about compliance within one hundred twenty (120) days
after such written notice of default), then Lessor shall have the option, but
not the obligation, to do any one or more of the following in addition to, and
not in limitation of, any other remedy permitted by law, in equity or by this
Lease:
-13-
<PAGE>
12.11 Terminate this Lease, in which event Lessee shall surrender the
Premises to Lessor immediately, and recover all sums owing and unpaid as of the
date of termination and the unpaid rent earned at the time of termination plus
damages measured by the difference in the discounted present rental value of the
Premises if this Lease had been fully performed for the balance of the Lease
Term and the discounted present rental value of the Premises (discounted at the
rate of 11% per annum) following the event of default (taking into account
reasonable remodeling, lease commission, and other costs of reletting) plus late
charges and interest thereon at the interest rate specified in Section 5 hereof.
If Lessee refuses to surrender or deliver possession of the Premises to Lessor,
Lessor may without notice enter into and upon the Premises, or any portion
thereof, and take possession of and repossess the Premises and expel and remove
the Lessee and its effects from the Premises, without being liable for
prosecution and damages therefore, and without prejudice to any other remedy
Lessor may have at law or equity;
12.12 Without terminating this Lease, retake possession of the Premises
and rent the Premises, or any part thereof, for such term or terms and for such
rent and upon such conditions as Lessor may, in its sole discretion, think best,
making such changes, improvements, alterations, and repairs to the Premises as
may be required. All rent received by Lessor from any reletting shall be
applied first to the payment of any indebtedness other than rent due hereunder
from Lessee; second, to the payment of any costs and expenses of the reletting,
including but not limited to brokerage fees, attorneys' fees and costs of such
changes, improvements, alterations, and repairs; third, to the payment of rent
due and unpaid hereunder; and the residue, if any, shall be held by Lessor and
applied in payment of future rent or damage as they may become due and payable
hereunder. If the rent received from the reletting during the Lease Term is at
any time insufficient to cover the costs, expenses, and payments enumerated
above, Lessee shall pay any deficiency to Lessor, as often as it shall arise, on
demand;
12.13 Correct or cure the default and recover any amount expended in so
doing, together with interest thereon until paid;
12.14 Recover any and all costs incurred by Lessor resulting directly or
proximately from the default, including but not limited to reasonable attorneys'
fees.
12.2 In the event of a default or threatened default under this Lease by
Lessee, Lessor shall be entitled to all equitable remedies, including without
limitation, injunction and specific performance.
12.3 Pursuit of any of the remedies herein provided shall not preclude the
pursuant of any other remedies herein
-14-
<PAGE>
provided or any other remedies provided at law or in equity. Failure by Lessor
to enforce one or more of the remedies herein provided shall not be deemed or
construed to constitute a waiver of any default, or any violation or breach of
any of the terms, provisions, or covenants herein contained.
13. BANKRUPTCY. The filing or preparation for filing by or against Lessee
----------
of any petition in bankruptcy, insolvency, or for reorganization under the
Federal Bankruptcy Code, any other federal or state law now or hereafter
relating to insolvency, bankruptcy, or debtor relief, or an adjudication that
Lessee is insolvent, bankrupt, or an issuance of an order for relief with
respect to Lessee under the Federal Bankruptcy Code, any other federal or state
law now or hereafter relating to insolvency, bankruptcy, or debtor relief, or
the execution by Lessee of a voluntary assignment for the benefit of, or a
transfer in fraud of, its general creditors, or the failure of Lessee to pay its
debts as they mature, or the levying on under execution of the interest of
Lessee under this Lease, or the filing or preparation for filing by Lessee of
any petition for a reorganization under the Federal Bankruptcy Code, or for the
appointment of a receiver or trustee for a substantial part of Lessee's assets
or to take charge of Lessee's business, or of any other petition or application
seeking relief under any other federal or state laws now or hereafter relating
to insolvency, bankruptcy, or debtor relief, or the appointment of a receiver or
trustee for a substantial part of Lessee's assets or to take charge of Lessee's
business, shall automatically constitute a default in this Lease by Lessee for
which Lessor may, at any time or times thereafter, at its option, exercise any
of the remedies and options provided to Lessor in Section 12 hereof; provided,
however, that if such petition be filed by a third party against Lessee, and
Lessee desires in good faith to defend against the petition and is not in any
way in default of any obligation hereunder at the time of filing the petition,
and Lessee within ninety (90) days thereafter procures a final adjudication that
it is solvent and a judgment dismissing the petition, then this Lease shall be
fully reinstated as though the petition had never been filed.
14. DAMAGE AND CONDEMNATION.
-----------------------
14.1 In the event during the Lease Term the Premises are damaged by fire
or other casualty, but not to such an extent that repairs and rebuilding cannot
reasonably be completed within two hundred ten (210) days of the date of the
event causing the damage, Lessor may, at Lessor's option, and to the extent
insurance proceeds therefore are available, diligently repair and rebuild the
Premises. If Lessor elects to repair and rebuild the Premises, Lessor shall so
notify Lessee within thirty (30) days after such fire or other casualty, and
this Lease shall remain in full force and effect, subject to the provisions of
this Section 14.1, and rent shall abate during this period to the extent that
the Premises are untenantable; provided, however, that Lessor
-15-
<PAGE>
shall not be liable to Lessee for any damage or expense which temporarily
vacating the Premises may cause Lessee. Lessor may require Lessee temporarily
to vacate the Premises while they are being repaired and all rent shall abate
during such time to the extent that Lessee actually vacates the Building. If a
portion of the Premises that is necessary for Lessee to operate and use the
Premises for the Allowed Uses is rendered untenantable by virtue of such fire or
other casualty, Lessee may abate rent as to the entire Premises until such
portion has been restored and repaired. If Lessor has not notified Lessee of
its election to rebuild the Premises within thirty (30) days after such fire or
casualty, Lessee shall have the right, by written notice to Lessor, to terminate
this Lease, in which event rent shall be abated for the unexpired Lease Term,
effective as of the date of the written notification, but the other terms and
conditions of this Lease shall continue and remain in full force and effect
until Lessee shall have vacated the Premises, removed all Lessee's personal
property therefrom and delivered peaceable possession thereof to Lessor. If
Lessor elects not to repair and rebuild the Premises or if the Building or any
part thereof be so damaged that repairs and rebuilding cannot reasonably be
completed within one hundred eighty (180) days of the date of the event causing
the damage, Lessor may by written notice to Lessee terminate this Lease in which
event rent shall be abated for the unexpired Lease Term, effective as of the
date of the written notification, but the other terms and conditions of this
Lease shall continue and remain in full force and effect until Lessee shall have
vacated the Premises, removed all Lessee's personal property therefrom and
delivered peaceable possession thereof to Lessor. Failure by Lessee to comply
with any provision of this Section 14.1 shall subject Lessee to such costs,
expenses, damages, and losses as Lessor may incur by reason of Lessee's breach
hereof. Notwithstanding any provision of this Lease to the contrary, if the
Premises, the Building, or any part thereof are damaged by fire or other
casualty caused by or materially contributed to by the negligence or misconduct
of Lessee or any of the Lessee Parties, Lessee shall be fully responsible, to
the extent not covered by insurance, for repairing, restoring, or paying for the
damage as Lessor shall direct and this Lease shall remain in full force and
effect without reduction or abatement of rent. Notwithstanding the preceding
provisions of this Section 14.1, if on the date that such fire or other casualty
occurs there are at least three (3) years remaining in the Lease Term, excluding
unexercised extension options, and if such repairs and rebuilding can reasonably
be completed within such two hundred ten (210) day period, as determined by
Lessor's architect, then Lessee may elect to cause Lessor to diligently rebuild
the Premises as provided above.
14.2 In the event the Premises shall be taken, in whole or in part, by
condemnation or the exercise of the right of eminent domain, or if in lieu of
any formal condemnation proceedings or actions, if any, Lessor shall sell and
convey the
-16-
<PAGE>
Premises, or any portion thereof, to the governmental or other public authority,
agency, body, or public utility, seeking to take the Premises or any portion
thereof which Lessor and Lessee mutually agree will materially and adversely
affect Lessee's ability to operate the Premises for the Allowed Uses, then
Lessor, at its option, may terminate this Lease upon delivery by Lessor of
written notice to Lessee within fourteen (14) days after Lessor's receipt of
written notice of such sale from the appropriate condemning or other
governmental authority, which shall in no event be less than ten (10) days'
prior written notice to Lessee, and prepaid rent shall be proportionately
refunded from the date of possession by the condemning authority. All damages
awarded for the taking, or paid as the purchase price for the sale and
conveyance in lieu of formal condemnation proceedings, whether for the fee or
the leasehold interest, shall belong to and be the property of Lessor; provided,
however, Lessee shall have the sole right to reclaim and recover from the
condemning authority, but not from Lessor, such compensation as may be
separately awarded or recoverable by Lessee in Lessee's own right on account of
any and all costs or loss (including loss of business) to which Lessee might be
put in removing Lessee's merchandise, furniture, fixtures, leasehold
improvements, and equipment to a new location. Lessee shall execute and deliver
any instruments, at the expense of Lessor, that Lessor may deem necessary to
expedite any condemnation proceedings, to effectuate a proper transfer of title
to such governmental or other public authority, agency, body or public utility
seeking to take or acquire the lands and Premises, or any portion thereof.
Lessee shall vacate the Premises, remove all Lessee's personal property
therefrom and deliver up peaceable possession thereof to Lessor or to such other
party designated by Lessor in the aforementioned notice. Failure by Lessee to
comply with any provisions of this Section 14.2 shall subject Lessee to such
costs, expenses, damages, and losses as Lessor may incur by reason of Lessee's
breach hereof. If Lessor chooses not to terminate this Lease, then to the
extent and availability of condemnation proceeds received by Lessor and subject
to the rights of any mortgagee thereto, Lessor shall, at the sole cost and
expense of Lessor and with due diligence and in a good and workmanlike manner,
restore and reconstruct the Premises within a period of one hundred eighty (180)
days after the date of the physical taking, and such restoration and
reconstruction shall make the Premises reasonably tenantable and suitable for
the general use being made by Lessee prior to the taking; provided, however, the
Lessor receives an award of condemnation proceeds specifically designated as
compensation for such improvements. Notwithstanding the foregoing, if Lessor
has not completed the restoration and reconstruction on or before one hundred
eighty (180) days after the date of physical taking so that the Premises are not
reasonably tenantable and suitable for the general use being made by Lessee
prior to the taking, Lessee, in addition to any other rights and remedies Lessee
may have, shall have the right to cancel this Lease. If this Lease continues in
effect after the
-17-
<PAGE>
physical taking, the rent payable hereunder shall be equitably adjusted both
during the period of restoration and reconstruction and during the unexpired
portion of the Lease Term.
14.3 In the event Lessor, during the Lease Term, shall be required by any
governmental authority or the order or decree of any court, to repair, alter,
remove, reconstruct, or improve (herein collectively called "Repairs") any part
of the Premises, then the Repairs may be made by and at the expense of Lessor
and shall not in any way affect the obligations or covenants of Lessee herein
contained, and Lessee hereby waives all claims for damages or abatement of rent
because of the Repairs. If the Repairs shall render the Premises untenantable
and if the Repairs are not completed within one hundred eighty (180) days after
the date of the notice, requirement, order, or decree, either party hereto upon
written notice to the other party given not later than one hundred ninety (190)
days after the date of the notice, requirement, order, or decree, may terminate
this Lease, in which case rent shall be apportioned and paid to the date the
Premises were rendered untenantable; provided however that where the requirement
by a governmental authority having jurisdiction to repair, alter, remove,
reconstruct, or improve any part of the Premises arises out of any act of
omission or commission by Lessee, then the Repairs shall be effected promptly at
the sole cost and expense of Lessee and there shall not, in any event, be any
right in Lessee to terminate this Lease whether or not the completion of the
Repairs takes more than one hundred eighty (180) days. In the event such
repairs render the Premises or any portion thereof untenantable, then rent shall
abate as to the extent that the Premises are untenantable, provided that if the
portion of the Premises that is rendered untenantable is necessary for Lessee to
operate and use the Premises for the Allowed Uses, then Lessee may abate rent as
to the entire Premises until such portion of the Premises is rendered
tenantable.
14.4 If Lessor is required to or elects to make any of the repairs or
restorations to the Premises pursuant to this Section 14, Lessor shall perform
such repairs or restorations substantially in accordance with the Plans, or
substantially in accordance with other plans and specifications mutually
approved by Lessor and Lessee.
15. TAXES.
-----
15.1 Lessee shall pay all taxes, assessments, and other governmental
charges, general or special, ordinary or extraordinary, foreseen or unforeseen,
including any installments thereof (herein called "Impositions"), levied,
assessed, or otherwise imposed by any lawful authority or payable with respect
to the Premises, excluding any income tax imposed upon Lessor except as provided
in Section 15.2 hereof. Lessor will cooperate
-18-
<PAGE>
with Lessee in having the Land assessed by the appropriate governmental and
taxing authorities as a separate parcel.
15.2 If at any time during the Lease Term the methods of taxation
prevailing on the date hereof shall be altered so that in lieu of, or as a
substitute for, the whole or any part of the taxes, assessments, levies,
impositions or charges now levied, assessed, or imposed on real estate and the
improvements thereon, there shall be levied, assessed, or imposed a tax,
assessment, levy, fee or other charge: (i) on or measured by the rents received
therefrom; (ii) measured by or based in whole or in part upon the Premises and
imposed on Lessor; or (iii) measured by the rent payable by Lessee under this
Lease, then all such taxes, assessments, levies, impositions, charges, or fees
or the part thereof so measured or based, shall be deemed to be included within
the definition of "Impositions". The tax, levy or other imposition to which
reference is made hereinabove shall include sales, excise, or similar taxes, but
shall not include any net income, franchise, estate or inheritance taxes imposed
on Lessor.
15.3 If Lessee fails to pay any Imposition required to be paid by Lessee
by the terms of this Lease and Lessor pays the same, Lessee shall pay to Lessor,
as additional rent, any interest or penalty incurred by Lessor due to Lessee's
failure to pay such Imposition in a timely manner. The foregoing is in addition
to and not a limitation of any other remedies of Lessor provided in this Lease.
15.4 In the event that a tax or assessment attributable to environmental
protection legislation, as distinguished from a tax or assessment in the nature
of a real estate property tax, is imposed upon Lessor by a governmental
authority having jurisdiction over the Premises, which tax or assessment is
attributable to a portion of the common area of the Premises being parking
facilities available to the Lessee and the Lessee Parties, such tax or
assessment shall be included within the definition of "Impositions". In no
event shall such tax or assessment be construed to include a tax or charge
imposed upon the Premises for the removal of any environmentally hazardous
wastes or materials (as the same are now or hereafter may be defined or
classified by any local, state, or federal environmental protection legislation
or regulation issued pursuant thereto) placed on the Premises by a party other
that Lessee.
16. LIABILITY OF LESSOR. Notwithstanding that joint or concurrent
-------------------
liability may be imposed upon Lessor by law, Lessee shall indemnify, defend, and
hold harmless Lessor, at Lessee's expense, against (a) any default by Lessee or
permitted subtenant hereunder; (b) any act or negligence of Lessee or any of the
Lessee Parties; and (c) all claims for damages to persons or property by reason
of the use or occupancy of the Premises not
-19-
<PAGE>
caused by Lessor. Moreover, Lessor shall not be liable for any damage, injury,
destruction, or theft to or of the Premises, the personal property of Lessee or
any of the Lessee Parties, Lessee, or any of the Lessee Parties arising from any
use or condition of the Premises, or any sidewalks, entranceways, or parking
areas serving the Premises, or the act or neglect of covenants or any other
person, or the malfunction of any equipment or apparatus serving the Premises,
or any loss thereof by mysterious disappearance or otherwise, unless willfully
or negligently caused by Lessor.
17. RIGHT OF ENTRY. Except in the case of a bona fide emergency, as
--------------
reasonably determined by Lessor, in which case Lessor need only make a
reasonable effort to inform Lessee before entering the Premises, Lessee shall
permit Lessor or Lessor's agents at any reasonable hour of the day and provided
that Lessor gives reasonable notice to Lessee and that Lessor or Lessor's agents
are accompanied by Lessee or an agent of Lessee, to enter into or upon and go
through and view the Premises and to exhibit the Premises to prospective
purchasers, to prospective lenders or mortgagees and during the last twelve (12)
months of the Lease Term to prospective tenants. Lessee shall cooperate in good
faith to accompany Lessor or Lessor's agents as contemplated above. Lessor
shall not exhibit the Premises to any direct competitor of Lessee, except during
the last twelve (12) months of the Lease Term. Before Lessor exhibits the
Premises to any competitor of Lessee, as provided above, Lessor shall provide
Lessee with the name of such competitor, its type of business and the purpose of
such exhibition.
18. PROPERTY LEFT ON THE PREMISES. Upon the expiration of this Lease, or
-----------------------------
if the Premises should be abandoned by Lessee at any time, or if this Lease
should terminate for any cause, if Lessee or any of the Lessee Parties or any
other person should leave any property of any kind or character in or upon the
Premises, the fact of the leaving of property in or upon the Premises shall be
conclusive evidence of the intent by Lessee or such person to abandon the
property so left in or upon the Premises, and such leaving shall constitute
abandonment of the property. Lessor, its agents, or attorneys, shall have the
right and authority without notice to Lessee or anyone else except as required
by law, to remove and destroy, store, sell, or otherwise dispose of, the
property, or any part thereof, without being in any way liable to Lessee or
anyone else therefor. Lessee shall be liable to Lessor for all expenses
incurred in the removal and destruction, storage, sale or other disposition of
the property. The property removed or the proceeds from the sale or other
disposition thereof shall belong to the Lessor as compensation for the removal
and disposition of the property.
-20-
<PAGE>
19. OTHER INTERESTS.
---------------
19.1 Lessor represents and warrants to Lessee that as of the date hereof
Lessor owns fee simple title to the Premises. This Lease and Lessee's interest
hereunder shall at all times be subject and subordinate to the lien and security
title of any deeds to secure debt, deeds of trust, mortgages, ground leases or
other interests heretofore or hereafter granted by Lessor or which otherwise
encumber or affect the Premises and to any and all advances to be made
thereunder and to all renewals, modifications, consolidations, replacements,
substitutions, and extensions thereof (all of which are hereinafter called the
"Mortgage"); provided, however, that with respect to any Mortgage hereinafter
granted, such subordination is conditioned upon delivery to Lessee of a non-
disturbance agreement which provides that upon Lessee's attornment to any
successor following a foreclosure or conveyance in lieu of foreclosure of such
Mortgage, Lessee shall not be disturbed in its possession of the Premises
hereunder following such foreclosure or conveyance in lieu of foreclosure of
such Mortgage and that the holder of such Mortgage or the purchaser at a
foreclosure sale shall perform all obligations of Lessor under this Lease
(including adherence to the requirements relating to insurance availability for
restoration of the Premises) arising after the date of such foreclosure or
conveyance in lieu of foreclosure of such Mortgage. The holder of such Mortgage
shall not be (i) liable for any act or omission of any prior lessor (including
Lessor), (ii) subject to any offsets or defenses that Lessee might have against
any prior lessor (including Lessor), (iii) bound by any rent or additional rent
that Tenant might have paid for more than the then current month to any prior
lessor (including Lessor), or (iv) bound by any material amendment, alteration,
or modification of the Lease made without such holder's prior written consent
unless the Lessee gives the holder of such Mortgage notice of any of the items
in clauses (i) and (ii) and the required opportunity to cure the same. This
clause shall be self-operative and no further instrument of subordination need
be required by any holder of any Mortgage. In confirmation of such
subordination, however, Lessee shall, at Lessor's request, promptly execute,
acknowledge, and deliver any instrument which may be required to evidence
subordination to any Mortgage and to the holder thereof. Lessor warrants and
represents to Lessee that as of the date hereof, there exists no Mortgage
encumbering the Premises except for that certain deed to secure debt held by
Lloyds Bank Plc, and Lessor shall obtain the release of the Premises from the
lien thereof.
19.2 In the event of a sale or conveyance by Lessor of Lessor's interest
in the Premises other than a transfer for security purposes only, Lessor shall
be relieved, from and after the date of transfer, of all obligations and
liabilities accruing thereafter on the part of Lessor, provided that the
successor of Lessor shall assume all of Lessor's obligations under this Lease
-21-
<PAGE>
from and after such transfer and provided that any funds in the hands of Lessor
at the time of transfer in which Lessee has an interest shall be delivered to
the successor of Lessor. This Lease shall not be affected by any such sale and
Lessee shall attorn to the purchaser or assignee.
20. [INTENTIONALLY DELETED]
21. POSSESSION. Lessor shall deliver to Lessee actual possession of the
----------
Premises upon "substantial completion" of the Premises in accordance with
Section 40 hereof.
22. HOLDING OVER. There shall be no renewal, extension, or reinstatement
------------
of this Lease by operation of law. In the event of holding over by Lessee after
the expiration or sooner termination of this Lease, with Lessor's acquiescence
and without any express agreement of the parties, Lessee shall be a tenant at
sufferance and all of the terms, covenants, and conditions of this Lease shall
be applicable during that period, except that Lessee shall pay Lessor as Base
Rent for each month during the period of the hold over an amount equal to one
hundred twenty-five percent (125%) of the Base Rent which would have been
payable by Lessee under Section 2.1 hereof had the holdover period been part of
the original Lease Term, together with all additional rent due hereunder and
together with any other Amount Due under this Lease. The rent payable by Lessee
during the holdover period shall be payable to Lessor on demand. If Lessee
holds over as a tenant at sufferance, Lessee shall vacate and deliver the
Premises to Lessor upon demand. In the event Lessee fails to surrender the
Premises to Lessor upon expiration or other termination of this Lease or of such
tenancy at sufferance, then Lessee shall indemnify Lessor against any and all
loss, damage or liability resulting from any delay of Lessee in surrendering the
Premises, including, but not limited to, any reasonable attorneys' fees related
thereto.
23. NO WAIVER. Lessee understands and acknowledges that no assent,
---------
express or implied, by Lessor to any breach of any one or more of the terms,
covenants or conditions hereof shall be deemed or taken to be a waiver of any
succeeding or other breach, whether of the same or any other term, covenant or
condition hereof.
24. BINDING EFFECT. All the terms and provisions of this Lease shall be
--------------
binding upon and apply to the successors, permitted assigns, and legal
representatives of Lessor and Lessee or any person claiming by, through, or
under either of them or their agents or attorneys, subject always, as to Lessee,
to the restrictions contained in Section 11 hereof.
-22-
<PAGE>
25. COMPLIANCE WITH PROTECTIVE COVENANTS.
------------------------------------
25.1 In addition to and without in any way limiting any of the other
provisions of this Lease, Lessee and Lessor shall comply with any protective or
restrictive covenants now or hereafter of record against the Building or the
Land, including, without limitation, that certain "Amended and Restated
Declaration of Protective Covenants for Johns Creek" made by Lessor (herein
called the "Protective Covenants"), dated March 5, 1992 and recorded in Deed
Book 15076, pages 232, et seq., Office of the Clerk of Superior Court of Fulton
-- ---
County, Georgia and in Deed Book 578, pages 504, et seq., Office of the Clerk of
-- ---
Superior Court of Forsyth County, Georgia, as the same may be amended or
modified from time to time (a copy of which is attached hereto as Exhibit "B")
-----------
and to the provisions of all rules, regulations, guidelines and procedures
established, adopted or promulgated pursuant to the Johns Creek Protective
Covenants by the Design Control Committee defined therein (herein called the
"DCC").
25.2 From and after the Commencement Date, Lessee shall pay within thirty
(30) days after its receipt of an invoice, any and all Assessments (as defined
in the Protective Covenants) charged, levied or assessed against the Land or the
Building under such Protective Covenants. Lessor shall, however, reimburse
Lessee for any portion of the Assessments which may have been levied for capital
improvements promptly upon receipt from Lessee of an itemized bill setting forth
and reasonably evidencing such costs, unless such capital investment items are
obtained or installed for the purpose of (i) reducing Common Area Costs and
Project Area Costs (each as defined in the Protective Covenants), (ii) complying
with Requirements of a Governmental Authority (as defined in the Protective
Covenants) or (iii) repairing any damage caused by Lessee for which a special
Assessment is made in accordance with Section 7.5.8 of the Protective Covenants.
In the event that a dispute arises between the parties hereto as to whether a
capital improvement cost was properly subject to reimbursement by Lessor, either
party hereto may institute arbitration proceedings in accordance with Section
25.3 hereof.
25.3 So long as Lessor is the "Grantor" under the terms of the Protective
Covenants and so long as Lessor has not relinquished the powers and duties of
the Owner's Association conferred upon Lessor under the terms of Section 7.1.6
of the Protective Covenants (herein called the "Grantor Control Period"), Lessee
may, upon ten (10) days' prior written notice to Lessor, at Lessee's expense and
at a reasonable time designated by Lessor, audit the books and supporting
documentation of Lessor or the Owner's Association (as defined in the Protective
Covenants) pertaining exclusively to the calculation of Assessments in
accordance with Section 7.5 of the Protective Covenants. After the Grantor
Control Period, Lessor shall assign
-23-
<PAGE>
to Lessee any rights which Lessor may have under the terms of the Protective
Covenants to audit the Owners Association's calculation of the Assessments as
such pertain to the Premises. If during the Grantor Control Period Lessee
disputes the amount of Assessments charged Lessee under the Protective Covenants
and if Lessor and Lessee are unable to resolve such dispute within a reasonable
period of time, Lessee may institute arbitration proceedings and such dispute
shall be settled by arbitration in the City of Atlanta, Georgia, by a panel of
three members in accordance with the rules then in effect of the American
Arbitration Association; provided, however, that Lessee shall immediately pay
any disputed amount in accordance with the Protective Covenants, and if the
arbitrators find that Lessee has paid more than required under the terms of the
Protective Covenants, Lessor shall immediately pay such amounts to Lessee. If
the arbitrators find that Assessments have been overstated by Grantor by more
than ten percent (10%), Lessor shall pay all costs of Lessee in performing such
audit. The decision of the arbitrators acting hereunder shall be binding and
conclusive upon the parties. Lessor and Lessee shall each pay one-half of the
cost of such arbitration; provided, however, that if the arbitrators determine
that the arbitration proceedings were not instituted in good faith by Lessee,
Lessee shall pay the full cost thereof.
25.4 In accordance with subsection 1.1.29.2 of the Protective Covenants,
Lessor, as the fee simple title holder of the Land hereby agrees that Lessee
shall be deemed to be an "Owner" of the Land under the Protective Covenants, and
Lessor as Grantor under the Protective Covenants hereby approves the same.
26. SIGNS. Lessee shall not install, paint, display, inscribe, place, or
-----
affix any sign, picture, advertisement, notice, lettering, or direction
(hereinafter collectively called "Signs") on the exterior of the Premises, the
common areas of the Building, the interior surface of glass and any other
location which could be visible from outside of the Premises without first
securing written consent from Lessor therefor. Any Sign permitted by Lessor
shall at all times conform with all municipal ordinances or other laws,
regulations, deed restrictions, and protective covenants applicable regulations,
deed restrictions, and protective covenants applicable thereto. Lessee shall
remove all Signs at the expiration or other termination of this Lease, at
Lessee's sole risk and expense, and shall in a good and workmanlike manner
properly repair any damage caused by the installation, existence, or removal of
Lessee's Signs.
27. ESTOPPEL CERTIFICATE. Lessee shall, at any time and
--------------------
from time to time, upon not less than ten (10) days' prior written notice from
Lessor, execute, acknowledge, and deliver to Lessor a statement in writing
certifying that this Lease is unmodified and in full force and effect (or if
modified, stating the nature of the modification and certifying that this Lease,
as
-24-
<PAGE>
so modified, is in full force and effect) and the dates to which the rent and
other charges are paid, and acknowledging that Lessee is paying rent on a
current basis with no offsets of claims, and that there are not, to Lessee's
knowledge, any uncured defaults on the part of Lessor hereunder (or specifying
the offsets, claims, or defaults, if any are claimed), and such other
information reasonably required by Lessor. It is expressly understood and
acknowledged that any such statement may be relied upon by any prospective
purchaser or encumbrancer of all or any portion of the Building or by any other
person to whom it is delivered.
28. SEVERABILITY. The terms, conditions, covenants and provisions of this
------------
Lease shall be deemed to be severable. If any clause or provision herein
contained shall be adjudged to be invalid or unenforceable by a court of
competent jurisdiction or by operation of any applicable law, it shall not
affect the validity of any other clause or provision herein, but the other
clauses or provisions shall remain in full force and effect.
29. ENTIRE AGREEMENT. Lessee acknowledges that there are no covenants,
----------------
representations, warranties, or conditions, express or implied, collateral or
otherwise, forming part of or in any way affecting or relating to this Lease
save as expressly set out in this Lease and that this Lease together with the
Exhibits attached hereto constitutes the entire agreement between the parties
hereto and may not be modified except as herein explicitly provided or except by
subsequent agreement in writing of equal formality hereto executed by Lessor and
Lessee.
30. CUMULATIVE REMEDIES. In the event of any breach, or threatened breach
-------------------
by Lessee of any of the covenants or provisions hereto, Lessor shall, in
addition to all other remedies as provided by this Lease, have the right of
injunction and/or to damages and the right to invoke any remedy allowed in law
or in equity, and may have any one or more of the remedies
contemporaneously. The various rights, remedies, powers, options, and elections
of Lessor reserved, expressed, or contained in this Lease are cumulative and no
one of them shall be deemed to be exclusive of the others, or of such other
rights, remedies, powers, options, or elections as are now, or may hereafter, be
conferred upon Lessor by law.
31. NOTICES. All notices and other communications hereunder shall be in
-------
writing and shall be deemed to have been given when delivered in person or after
three days of depositing the same in the United States Mail, return receipt
requested, addressed to the parties at the respective addresses set out below:
-25-
<PAGE>
If to Lessee: Before the Commencement Date:
Firearms Training Systems, Inc.
110 Technology Parkway
Norcross, Georgia 30092
After the Commencement Date:
If to Lessor: Technology Park/Atlanta, Inc.
Suite 300
40 Technology Park/Atlanta
Norcross, Georgia 30092
or to such other addresses as the parties may direct from time to time by thirty
(30) days' written notice. However, the time period in which a response to any
notice, demand, or request must be given, if any, shall commence to run from the
date of receipt of the notice, demand, or request by the addressee thereof.
Rejection or other refusal to accept or the inability to deliver because of
changed address of which no notice was given shall be deemed to be receipt of
the notice, demand, or request sent. Lessee hereby appoints as its agent to
receive service of all dispossessory or distraint proceedings and notices in
connection therewith, the person in charge of or occupying the Premises at the
time; and if no person is in charge of or occupying the Premises, then the
service or notice may be made by attaching it on the main entrance to the
Premises and on the same day enclosing, directing, stamping, and marking by
first class mail a copy of the service or notice to Lessee at the last known
address of Lessee.
32. RECORDING. Neither this Lease nor any portion hereof, shall be
---------
recorded unless the parties hereto agree to such recording. However, Lessor and
Lessee shall execute and record a short form of this Lease generally setting
forth (i) the term of this Lease and (ii) any renewal provisions. Such short
form shall be in all respects acceptable to Lessor. Upon the termination or
expiration of this Lease, Lessee shall execute a document in recordable form
which states this Lease has been terminated.
33. ATTORNEYS' FEES. Lessee agrees to pay Lessor's reasonable attorneys'
---------------
fees and any costs and expenses which Lessor incurs in enforcing any of the
obligations of Lessee under this Lease, if Lessor prevails in such proceedings.
If Lessee prevails in such proceedings, Lessor agrees to pay Lessee's reasonable
attorneys' fees and any costs and expenses which Lessee incurs with respect to
such proceedings.
34. HOMESTEAD. Lessee waives all homestead rights and exemptions which it
---------
may have under any law as against any
-26-
<PAGE>
obligations owing under this Lease. Lessee hereby assigns to Lessor its
homestead and exemption.
35. TIME OF ESSENCE. Time is of the essence of this Lease.
---------------
36. NO ESTATE IN LAND; COVENANT OF QUIET ENJOYMENT. This Lease shall
----------------------------------------------
create the relationship of landlord and tenant between Lessor and Lessee, and
nothing contained herein shall be deemed or construed by the parties hereto, or
by any third party, as creating the relationship of principal and agent, or of
partnership, or of joint venture, or of any relationship other than landlord and
tenant, between the parties hereto. No estate shall pass out of Lessor and
Lessee has only a usufruct not subject to levy and sale. Provided that Lessee
pays all Annual Base Rental, Base Rent and other Amounts Due as provided herein
and observes and performs all material covenants, conditions and provisions on
Lessee's part to be observed and performed hereunder, Lessee shall have quiet
use, possession and enjoyment of the Premises for the Lease Term as provided
herein.
37. ACCORD AND SATISFACTION. No payment by Lessee or receipt by Lessor or
-----------------------
a lesser amount than the Base Rent, additional rent, or any other account of the
earliest of such amount then due, nor shall any endorsement or statement on any
check or any letter accompanying any check or payment as rent be deemed an
accord and satisfaction, and Lessor may accept the check or payment without
prejudice to Lessor's right to recover the balance of the rent or pursue any
other remedy provided in this Lease.
38. BROKERS' FEES. Lessee and Lessor each warrants and represents to the
-------------
other that it has had no dealings with any broker or agent in connection with
this Lease and covenants to pay, hold harmless and indemnify the other from and
against any and all costs, expense, or liability for any compensation,
commissions, and charges claimed by any broker or agent through the indemnifying
party with respect to this Lease or negotiations thereof.
39. MISCELLANEOUS.
-------------
39.1 Words of any gender used in this Lease shall be held and construed to
include any other gender, and words in the singular number shall be held to
include the plural unless the context otherwise requires.
39.2 The captions are inserted in this Lease for convenience only, and in
no way define, limit, or describe the scope or intent of this Lease, or of any
provision hereof, nor in any way affect the interpretation of this Lease.
39.3 This Lease is made and delivered in the State of
-27-
<PAGE>
Georgia and shall be governed by and construed in accordance with the laws of
the State of Georgia.
39.4 This Lease may be executed in counterparts which shall be construed
together as one instrument.
40. CONSTRUCTION OF IMPROVEMENTS.
----------------------------
40.1 Lessor shall cause the Building to be constructed on the Land,
substantially in accordance with those certain final plans and specifications of
the Building and the Land which plans and specifications have been approved by
Lessor and Lessee and which are identified on Exhibit "C", attached hereto and
-----------
by this reference incorporated herein and made a part hereof (herein
collectively called the "Plans"). Lessor shall retain and contract with a
contractor reasonably acceptable to Lessee (herein called the "Approved
Contractor") to construct the Premises substantially in accordance with the
Plans. Lessor shall cause its contract with the Approved Contractor relating to
the construction of the Premises to contain a provision reciting that (a) the
Premises are being constructed for lease to Lessee upon substantial completion,
(b) the Approved Contractor warrants the construction of the Premises against
defects for a period of one (1) year after substantial completion thereof, (c)
Lessor will assign any such warranty to Lessee upon the Commencement Date, (d)
Lessee shall be a third-party beneficiary to such contract and (e) Lessee shall
be entitled to enforce directly against the Approved Contractor any and all
warranties, guaranties and assurances given by the Approved Contractor with
respect to the Premises. Lessor shall use reasonable efforts to have Lessee
deemed to be a co-beneficiary relating to any bonds that may be issued relating
to the approved Contractor's payment and performance. Upon substantial
completion of the Building, Lessor shall cause a Georgia registered surveyor or
engineer, reasonably acceptable to Lessee, to prepare and deliver to Lessee a
survey of the Premises which shall show all improvements on the Premises as of
the date of such survey. Such survey shall contain a metes and bounds
description of the Land and shall contain the certifications in favor of Lessor
and Lessee and the minimum standard detail requirements for an ALTA/ACSM Land
Title Survey meeting the requirements of a Class A Survey, as adopted by ACSM on
September 16, 1988 and by ALTA on October 19, 1988.
40.2 No revisions or amendments to the Plans will be implemented without
the written approval of both Lessor and Lessee, which approval Lessor and Lessee
each agree not unreasonably to withhold or delay. Any such revision or
amendment to the Plans that is approved by Lessor and Lessee as provided herein
is called a "Change Order." Lessor's determination that a proposed Change Order
would reduce the value of the Premises and the disapproval of a proposed Change
Order by the holder of any Mortgage shall each be deemed to be a reasonable
basis for disapproval by Lessor. Any proposed Change
-28-
<PAGE>
Order to the Plans shall be submitted by the proposing party to the other party
in writing and shall be approved or rejected in writing within five (5) business
days after receipt thereof by the non-proposing party.
40.3 If because of any Change Order requested by Lessee there is a cost
reduction or savings as to the amount charged to Lessor by the Approved
Contractor, then Lessee's Annual Base Rental per rentable square foot of the
Building shall be decreased for each Rental Lease Year of the initial Lease Term
by an amount equal to the product of (i) the actual net decrease in the amount
payable by Lessor to the Approved Contractor which is attributable to such
Change Order, divided by the number of rentable square feet in the Building,
multiplied by (ii) ten percent (10%). In the event that the cost of
constructing the Premises is so reduced due to a Change Order requested by
Lessee, Lessor shall upon request provide Lessee with reasonably sufficient
evidence verifying the amount by which such Change Order reduced the cost of
constructing the Premises.
40.4 If Additional Construction Costs (as hereinafter defined) are
incurred by Lessor due to Change Orders requested by Lessee that relate to the
interior improvements in the Building, then:
40.41 If because of any Change Order or Change Orders requested by Lessee,
Lessor incurs Additional Construction Costs, then Lessee's Annual Base Rental
per rentable square foot of the Building shall be increased by the amount equal
to the product of (i) such Additional Construction Costs attributable to such
Change Order or Change Orders, divided by the number of rentable square feet in
the Building, multiplied by (ii) eleven percent (11%). This Section 40.4.1
shall only apply to Additional Construction Costs up to an aggregate maximum
amount of Fifty Thousand and No/100 Dollars ($50,000.00).
40.42 All Additional-Construction Costs attributable to one or more Change
Orders and in excess of Fifty Thousand and No/100 Dollars ($50,000.00) shall be
paid by Lessee to Lessor on or before the date that is five (5) days after
substantial completion of the Premises substantially in accordance with the
Plans in cash or other funds available for immediate credit in such bank account
as Lessor designates.
40.43 The term "Additional Construction Costs" shall mean, with respect to
a Change Order, any and all additional costs and expenses which are attributable
to such Change Order, including, without limitation, architectural and design
fees and expenses and the amount charged to Lessor by the Approved Contractor
for such Change Order, which may include reasonable, customary, and applicable
administrative, overhead and profit allowances payable to the Approved
Contractor, plus
-29-
<PAGE>
any reasonable, customary, and applicable administrative fee charged by Lessor
with respect to such Change Order.
40.5 Lessor shall select a landscaping professional in accordance with
this Section 40.5 to install landscaping to the Premises. Lessor shall solicit
bids from three (3) landscaping professionals chosen by Lessor and reasonably
acceptable to Lessee. All other factors being equal, Lessor will choose the
contractor that submits the lowest bid. In the event that the sum of (i) the
fee charged by the landscaping professional so selected by Lessor to sell and
install the landscaping of the Land plus (ii) all costs incurred by Lessor in
having such landscaping designed, is less than One Hundred Thousand and No/ 100
Dollars ($100,000.00) (herein such difference is called the "Saved Landscape
Cost"), then Lessee's Annual Base Rental per rentable square foot of the
Building during the initial Lease Term shall be decreased by an amount equal to
the product of (i) the Saved Landscape Cost, divided by the number of rentable
square feet in the Building, multiplied by (ii) ten percent (10%).
40.6 Subject to the second sentence of this Section 40.6, Lessor shall
"substantially complete" the Premises in accordance with the Plans, as the same
may be amended in accordance with Section 40.2 hereof, on or before the date
that is one hundred ninety-eight (198) days after the date hereof (herein called
the "Completion Date"). The Completion Date shall be extended to the extent
construction is delayed (i) by reason of strike, act of God, weather or other
conditions beyond Lessor's control, including, without limitation, fire or other
casualty and each day of rain over thirty (30) days experienced during
construction of the Premises, when rain is of an amount deemed by the prevailing
standards of the construction industry to render Lessor or the Approved
Contractor unable to undertake construction of the Premises, or (ii) for periods
that are customary and reasonable in the construction industry due to amendments
to the Plans requested by Lessee or (iii) by reason of any other act or omission
of Lessee, its contractors, employees and agents. In the event construction of
the Premises is not "substantially completed" on or before the Completion Date,
as extended as aforesaid, then as Lessee's sole and exclusive remedy for such
delay (A) Lessee's requirement to pay Base Rent shall abate for a number of days
after the First Rental Payment Date equal to the number of days after the
Completion Date, as extended as aforesaid, that Lessor has not substantially
completed the Premises, and (B) Lessor shall, at Lessee's option, either pay
Lessee the sum of Three Hundred Dollars ($300.00) for each day that the Premises
is not substantially completed after Completion Date, as extended as aforesaid
(hereinafter called the "Delay Payment"), or reduce Lessee's first installment
of Base Rent by an amount equal to the Delay Payment, but in no event shall the
Delay Payment exceed Fifty Thousand and No/100 Dollars ($50,000.00). Lessor and
Lessee acknowledge that it is
-30-
<PAGE>
impossible to estimate more precisely the damages which may be suffered by
Lessee upon Lessor's failure to substantially complete the construction of the
Premises by the Completion Date, as extended as aforesaid. Lessee's receipt of
such payment is intended not as a penalty, but as full liquidated damages
pursuant to 0.C.G.A. (S)13-6-7, as amended.
40.7 The term "substantially completed," "substantially complete," or
"substantial completion" as used in this Lease shall mean (i) completed
substantially in accordance with the Plans, as amended in accordance with
Section 40.2 hereof, together with all utilities including telephone conduit,
other than telephone operations, being made available in accordance with Section
6.1 hereof, to the extent that the Premises may be occupied by Lessee, (ii) that
Lessor has provided Lessee with a temporary certificate of occupancy for the
Premises (and Lessor shall diligently pursue issuance of a final certificate of
occupancy) and (iii) that Lessor has provided Lessee with a certificate from the
architect certifying the Premises have been substantially completed in
accordance with the Plans, it being understood by both Lessor and Lessee that
minor punchlist items shall not be considered an obstruction to the initial
occupancy and use of the Premises by Lessee.
40.8 Lessor shall provide Lessee with weekly written reports generally
summarizing the status of the construction of the Building, the adherence to any
applicable construction schedules and the anticipated date that the Building
will be substantially completed and shall invite Lessee to weekly meetings
between Lessor and the Contractor to discuss the progress of the construction of
the Premises.
40.9 [INTENTIONALLY DELETED]
40.10 Notwithstanding anything to the contrary contained herein, the
Commencement Date shall be deemed to be that date on which "substantial
completion" would have otherwise occurred but for (i) amendments to the Plans
requested by Lessee, or (ii) delays caused by Lessee, its contractors,
employees, or agents.
40.11 Without prejudice to either party's rights and remedies for the
other party's default hereunder, if the Commencement Date has not occurred on or
before the date that is three hundred sixty-five (365) days after the date
hereof, this Lease shall automatically terminate, lapse and be of no further
force and effect.
41. CONTROL OF PREMISES BY LESSEE.
-----------------------------
41.1 Lessee acknowledges and agrees that the Premises, including, without
limitation, lawns, gardens, parking areas, sidewalks and driveways, shall at all
times be subject to the
-31-
<PAGE>
exclusive control and management of Lessee, subject, however, to Section 10
hereof. Lessee shall, at all times and at its sole cost and expense, operate
and maintain the areas referred to above free from all litter, dirt, debris and
obstructions, and in a clean and sanitary condition.
41.2 Lessee, for itself and the Lessee Parties, acknowledges and agrees
that its indemnification of Lessor set forth in Section 16 hereof shall extend
to and include any occurrence upon or within the lawns, gardens, sidewalks,
driveways and parking lots of the Premises, and the insurance required to be
obtained and maintained in force by Lessee shall extend to and include the
occurrences involving Lessee and any of the Lessee Parties upon or within the
lawns, gardens, sidewalks, driveways and parking lots of the Premises, to the
full extent of Lessee's insurable interest therein.
41.3 Lessee shall cooperate fully with Lessor in the enforcement of any
program of rules and regulations designed for the orderly control and operation
of parking areas.
42. RIGHT OF FIRST OFFER. During the Lease Term and provided Lessee is
--------------------
not in default hereunder, Lessor has granted and does hereby grant to Lessee, a
right of first offer to purchase the Premises as hereinafter set forth (herein
called the "Right of First Offer").
42.1 Except with respect to an entity having the power of eminent domain
in connection with condemnation proceedings or an entity to whom a security
interest in the Premises is granted, neither the Premises, nor any portion
thereof, nor any interest therein shall be sold or transferred unless and until
Lessor shall have first offered to sell the Premises to Lessee and Lessee shall
have waived, in writing or as otherwise provided herein, its right to purchase
the Premises or has agreed to purchase the Premises on the terms set forth in
this Section 42. If Lessor at any time desires to sell the Premises, or any
interest therein, to a third party, Lessor shall first deliver to Lessee notice
of such intention, together with the terms on which Lessor would sell the
Premises (herein called the "Notice Letter"). Within ten (10) business days
after receipt of such Notice Letter, Lessee, if it chooses to exercise its Right
of First Offer, must deliver to Lessor an agreement to purchase the Premises at
the price and under the same terms and conditions as provided in the Notice
Letter, except that the sale shall be closed on the later of the date for
closing specified in the Notice Letter or ninety (90) days after Lessee delivers
to Lessor the executed agreement to purchase. In the event that Lessee fails to
close the purchase of the Premises within the later of the date for closing
specified in the Notice Letter or ninety (90) days specified in the preceding
sentence, through no fault of Lessor, then Lessee's right to purchase the
Premises pursuant to Section 42 hereof shall automatically terminate and lapse.
-32-
<PAGE>
42.2 If Lessee shall elect to waive its Right of First Offer or shall fail
to exercise said right within ten (10) business days of receipt by Lessee of the
Notice Letter in accordance with Section 42.1 hereof, then Lessee's Right of
First Offer shall lapse and terminate and Lessor shall be entitled to consummate
the sale of the Premises or any portion thereof to any third party free of any
right of Lessee.
42.3 If Lessor fails to consummate the sale of the Premises to a third
party at the same price as set forth in the Notice Letter on or before the date
that is one hundred eighty (180) days after the Right of First Offer lapses in
accordance with Section 42.2 hereof, then Lessee's Right of First Offer shall be
reinstated and Lessee may thereafter elect to exercise its rights under this
Section 42.
42.4 Lessee's Right of First Offer shall completely terminate, lapse and
be of no further force and effect upon Lessee's waiver or deemed waiver of the
Right of First Offer in accordance with Section 42.2 hereof or upon Lessor's
consummation of the sale of the Premises to a third party.
43. OPTION TO EXTEND. Provided that Lessee is not in default hereunder,
----------------
Lessee shall have the option to extend (herein called the "Option to Extend")
the Lease Term for up to five (5) years (herein called the "Extended Term").
Such Option to Extend shall be exercised by written notice from Lessee to Lessor
given on or before the date that is six (6) months prior to the expiration of
the initial Lease Term which written notice shall specify the period of the
Extended Term in whole years. In the event Lessee exercises the Option to
Extend, all terms and conditions of this Lease shall continue in full force and
effect throughout the extended term, except as provided in Section 43.3 hereof
and except that the Annual Base Rental rate under this Lease shall then be
determined as follows:
43.1 Upon Lessee's written request prior to the required exercise date of
the Option to Extend, Lessor shall promptly deliver written notice to Lessee of
Lessor's estimation of the fair market rental rate and shall negotiate in good
faith with Lessee in an attempt to agree upon such fair market rental rate. The
Annual Base Rental under this Lease shall be an amount equal to the then "fair
market rental rate," as hereinafter defined, as agreed upon by Lessor and Lessee
not later than the date that is thirty (30) days after Lessee's written request
of Lessor's estimation of the fair market rental rate. In the event Lessor and
Lessee are unable to agree upon the fair market rental rate prior to such date,
then the Annual Base Rental for the Extended Term shall be an amount equal to
the then "fair market rental rate," as hereinafter defined and established. The
phrase "fair market rental rate" shall mean the annual rental rate (projected to
the date of the commencement of the Extended Term) which Lessee would expect to
pay and Lessor would expect receive
-33-
<PAGE>
under leases for space of comparable size and quality to the Premises for
comparable buildings in the north suburban Atlanta, Georgia area and as provided
for in, and upon terms and conditions comparable to, this Lease covering
premises similar to the Premises and taking into account concessions offered by
landlords for comparable space to the Premises. If Lessor and Lessee have not
reached agreement on a fair market rental rate and executed an amendment to this
Lease setting forth such agreement on or before the date that is thirty (30)
days after Lessee's written request of Lessor's estimation of the fair market
rental rate, and Lessee desires to extend the term of this Lease, then, within
ten (10) days after that date, Lessor shall submit to Lessee a list of five (5)
independent real estate appraisers (who shall be a member of the American
Institute of Real Estate Appraisers (MAI) with at least ten (10) years of full-
time commercial real estate appraisal experience, with substantial experience
relative to comparable office buildings in the north suburban Atlanta, Georgia
area), and Lessee shall choose two (2) appraisers from such list to appraise and
establish the "fair market rental rate." The two (2) appraisers, thus appointed,
shall each appraise the fair market rental rate of the Premises independent of
one another and the average of the fair market rental rates of the two (2)
appraisers shall be deemed to be the fair market rental rate of the Premises.
The determination of the appraisers as provided in the previous sentence shall
be final, conclusive and binding upon both Lessor and Lessee.
43.2 The fair market rental rate determined pursuant to Section 43.1
hereof shall be the Annual Base Rental rate for the first year of the Extended
Term and shall be subject to annual increases pursuant to this Section 43.2. The
Annual Base Rental for each successive year after the first year of the Extended
Term shall be an amount equal to the product of the Annual Base Rental for the
previous year multiplied by one hundred three percent (103%).
43.3 Notwithstanding anything herein to the contrary, during the Extended
Term:
43.31 There shall be no further extensions or renewals of the Lease Term,
except as expressly agreed to by the parties hereto in writing.
43.32 Lessor shall have no obligations whatsoever to make any alterations
or improvements to the Premises.
43.33 Lessor shall have no obligations to pay any building allowances or
similar items to Lessee.
43.4 If Lessee has exercised the Option to Extend for the purpose of
exercising its rights under that certain Option to Lease, dated of even date
herewith and entered by and between
-34-
<PAGE>
Lessor and Lessee and if Lessee is not then in default under this Lease, then
Lessee shall have an additional option to extend the Extended Term (herein
called the "Second Option to Extend") for up to five (5) years (herein called
the "Second Extended Term"). Such Second Option to Extend shall be exercised by
written notice from Lessee to Lessor given on or before the date that is six (6)
months prior to the expiration of the Extended Term which written notice shall
specify the period of the Second Extended Term in whole years. In the event
Lessee exercises the Second Option to Extend, all terms and conditions of this
Lease shall continue in full force and effect throughout the Second Extended
Term, except as provided in Section 43.3 hereof and except that the Annual Base
Rental rate shall be determined in accordance with Sections 43.1 and 43.2 hereof
and all references to the "Extended Term" shall be deemed to refer to "Second
Extended Term".
44. INDEMNITIES. In the event an event or claim is covered by an
-----------
indemnity hereunder, the indemnified party shall promptly notify the
indemnifying party that it is relying upon the indemnity contained herein and
provide the indemnifying party with complete details of the nature of such
claim. The indemnifying party shall then control such indemnity by providing
legal counsel of its choice but acceptable to the indemnified party to represent
the indemnified party in any such claim. The indemnifying party shall have the
right to undertake any settlements that it deems appropriate with respect to
such indemnified claim so long as the indemnified party is completely released
from liability from such claim and the indemnified party shall reasonably
cooperate in all respects with the indemnified party with respect to any such
claim.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals the day and year first above written.
LESSOR:
TECHNOLOGY PARK/ATLANTA, INC., a
Georgia corporation
By: /s/ Richard R. O'Brien
----------------------------
Richard R. O'Brien
Executive Vice President
Attest: /s/ Mason W. Stephenson
------------------------
Mason W. Stephenson
Assistant Secretary
(CORPORATE SEAL]
-35-
<PAGE>
LESSEE:
FIREARMS TRAINING SYSTEMS, INC.,
Delaware corporation
By: /s/ Jody Scheckter
----------------------------
Its: President
----------------------------
Attest: /s/ Clare Fawkes
------------------------
Its: Corporate Secretary
----------------------------
(CORPORATE SEAL)
-36-
<PAGE>
TRACT #1
EXHIBIT A
---------
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lots 420 and 421, lst
District, lst Section, Forsyth County, Georgia, and being more particularly
described as follows:
TO FIND THE TRUE POINT OF BEGINNING, commence at a point which marks the
southern end of a mitered corner of the intersection of the southeastern right-
of-way line of Lakefield Drive and the northeastern right-of-way line of
McGinnis Ferry Road (80 foot right-of-way); run thence in a southeasterly
direction along the northeastern right-of-way line of McGinnis Ferry Road south
58 degrees 05 minutes 00 seconds east 904.47 feet to a point; thence leaving
said right-of-way line run north 24 degrees 30 minutes 00 seconds east 109.21
feet to a point; run thence along an arc of a curve to the right (Chord: north
32 degrees 31 minutes 51 seconds east 148.09 feet; Radius: 530.00 feet) an arc
distance of 148.58 feet to a point; run thence along an arc of a curve to the
right (Chord: north 59 degrees 08 minutes 47 seconds east 82.86 feet; Radius:
130.00 feet) an arc distance of 84.33 feet to a point being the TRUE POINT OF
BEGINNING; from the TRUE POINT OF BEGINNING as thus established run thence north
39 degrees 20 minutes 00 seconds west 30.00 feet to a point; run thence north 27
degrees 37 minutes 16 seconds east 320.01 feet to a point; run thence south 88
degrees 30 minutes 00 seconds east 692.94 feet to a point located on the western
right-of-way line of proposed Martin-Marietta Access Road (proposed 100 foot
right-of-way); run thence in a southwesterly direction along said right-of-way
line the following courses and distances: south 00 degrees 29 minutes 11 seconds
west 71.32 feet to a point, along an arc of a curve to the right (Chord: south
07 degrees 59 minutes 11 seconds west 173.91 feet; Radius: 666.20 feet) an arc
distance of 174.41 feet to a point, and south 15 degrees 29 minutes 11 seconds
west 157.00 feet to a point; thence leaving said right-of-way line run thence
north 86 degrees 20 minutes 00 seconds west 103.00 feet to a point; run thence
south 74 degrees 10 minutes 00 seconds west 80.00 feet to a point; run thence
south 63 degrees 15 minutes 00 seconds west 100.00 feet to a point; run thence
south 80 degrees 20 minutes 00 seconds west 160.00 feet to a point; run thence
north 78 degrees 15 minutes 00 seconds west 50.00 feet to a point; run thence
north 61 degrees 00 minutes 00 seconds west 100.00 feet to a point; run thence
north 73 degrees 45 minutes 00 seconds west 111.92 feet to a point; run thence
north 39 degrees 20 minutes 00 seconds west 133.66 feet to a point and the TRUE
POINT OF BEGINNING.
The above-described property contains 7.5686 acres, and is shown on, and
described according to, that certain survey for Technology Park/Atlanta, Inc. by
Hannon, Meeks & Bagwell, Surveyors and Engineers, Inc. (Miles H. Hannon, Georgia
Registered Land Surveyor No. 1528), dated April 27, 1993, last
-37-
<PAGE>
revised April 29, 1993, which survey is incorporated herein and by this
reference made a part of this description.
-38-
<PAGE>
EXHIBIT 10.09
FIRST AMENDMENT TO LEASE AGREEMENT
----------------------------------
THIS FIRST AMENDMENT TO LEASE AGREEMENT (herein called this "Amendment"),
made and entered into this 21st day of December 1993, by and between TECHNOLOGY
PARK/ATLANTA, INC., a Georgia corporation having an office at 40 Technology
Parkway, Suite 300, Norcross, Georgia 30092 (herein called "Lessor"), and
FIREARMS TRAINING SYSTEMS, INC., a Delaware corporation having an office at 7340
McGinnis Ferry Road, Suwanee, Georgia 30174 (herein called "Lessee");
W I T N E S S E T H: That,
- - - - - - - - - - ----
WHEREAS, Lessor and Lessee entered into that certain Lease, dated May 4,
1993 (herein called the "Lease"), providing for the leasing of approximately
86,052 rentable square feet within the Building (as defined in the Lease; all
terms used but not defined in this Amendment shall have the meaning ascribed
thereto in the Lease); and
WHEREAS, Lessor and Lessee desire to amend the Lease in certain particulars
as hereinafter provided;
NOW, THEREFORE, for and in consideration of the premises, TEN DOLLARS
($10.00) paid by Lessee to Lessor and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto do
hereby agree as follows:
1. Amendments. The Lease has been and hereby is amended as follows:
----------
1.1 Section 1. Section 1 of the Lease has been and hereby is amended to
---------
read in its entirety as follows:
1. TERM. The term of this Lease (as the same may be extended as
hereinafter provided is herein called the "Lease Term") shall commence
on November 12, 1993 (herein called the "Commencement Date") and
unless sooner terminated pursuant to the provisions hereof shall
terminate at 11:59 p.m. on May 11, 2004 (herein called the "Expiration
Date"). Lessee acknowledges and agrees that the Premises have been (i)
completed substantially in accordance with the Plans, as amended in
accordance with Section 40.2 hereof, together with all utilities
including telephone, conduit, other than telephone operations, being
made available in accordance with Section 6.1 hereof, to the extent
that the Premises may be occupied by Lessee, (ii) that
<PAGE>
Lessor has provided Lessee with a temporary certificate of occupancy
for the Premises (and Lessor shall diligently pursue issuance of a
final certificate of occupancy) and (iii) that Lessor has provided
Lessee with a certificate from the architect certifying the Premises
have been substantially completed in accordance with the Plans.
1.2 Section 2. Section 2 of the Lease has been and hereby is
---------
amended to read in its entirety as follows:
2. RENT.
----
2.1 The annual base rental (herein called "Annual Base Rental") for
the Premises shall be as follows for each respective Rental Lease Year
(as hereinafter defined), shall be based on 86,052 rentable square
feet as shown in the Plans (as hereinafter defined) and shall be
payable in equal monthly installments (herein called "Base Rent")
payable in advance on the first day of each and every calendar month
during the Lease Term commencing on the First Rental Payment Date (as
hereinafter defined):
Rental Lease Year 1:
$5.03 per rentable square foot
Annual Base Rental of $433,178.44
Base Rent per month of $ 36,098.20
Rental Lease Year 2:
$5.08 per rentable square foot
Annual Base Rental of $437,481.04
Base Rent per month of $ 36,456.75
Rental Lease Year 3:
$5.12 per rentable square foot
Annual Base Rental of $440,923.12
Base Rent per month of $ 36,743.59
Rental Lease Year 4:
$5.17 per rentable square foot
Annual Base Rental of $445,225.72
Base Rent per month of $ 37,102.14
-2-
<PAGE>
Rental Lease Year 5:
$5.22 per rentable square foot
Annual Base Rental of $449,528.32
Base Rent per month of $ 37,460.69
Rental Lease Year 6:
$5.28 per rentable square foot
Annual Base Rental of $454,691.44
Base Rent per month of $ 37,890.95
Rental Lease Year 7:
$5.34 per rentable square foot
Annual Base Rental of $459,854.56
Base Rent per month of $ 38,321.21
Rental Lease Year 8:
$5.39 per rentable square foot
Annual Base Rental of $464,157.16
Base Rent per month of $ 38,679.76
Rental Lease Year 9:
$5.54 per rentable square foot
Annual Base Rental of $477,064.96
Base Rent per month of $ 39,755.41
Rental Lease Year 10:
$5.59 per rentable square foot
Annual Base Rental of $481,367.56
Base Rent per month of $ 40,113.96
As used in this Section 2.1, the term "Rental Lease Year" shall mean a period of
time, and the first Rental Lease Year shall commence on the date that is six (6)
months after the Commencement Date (the "First Rental Payment Date") and shall
end on the last day of the calendar month preceding the calendar month in which
the first anniversary of the First Rental Payment Date occurs. Each succeeding
Rental Lease Year shall commence on the day immediately following the last day
of the immediately preceding Rental Lease Year and shall end on the day that is
the anniversary of the date on which the previous Rental Lease Year ended. For
the avoidance of doubt, Lessee shall not be obligated to pay Annual Base Rental
or Base Rent for the six (6) month period
-3-
<PAGE>
from the Commencement Date until the First Rental Payment Date, but shall pay
all other costs associated with the Premises from and after the Commencement
Date. Base Rent shall be prorated at the rate of 1/30th of the Base Rent for
any partial month.
1.3 Section 40.4. Section 40.4 has been and hereby amended to
------------
read in its entirety as follows:
40.4 Lessee acknowledges that Lessor has incurred Additional
Construction Costs (as hereinafter defined) due to Change Orders
requested by Lessee that relate to the interior improvements in the
Building. Lessee shall pay Lessor the amount by which such Additional
Construction Costs exceed Fifty Thousand and No/100 Dollars
($50,000.00) in cash or other funds available for immediate credit in
such bank account as Lessor designates within five (5) days after
Lessee receives Lessor's invoice for such Additional Construction
Costs. The term "Additional Construction Costs" shall mean, with
respect to a Change Order, any and all additional costs and expenses
which are attributable to such Change Order, including, without
limitation, architectural and design fees and expenses and the amount
charged to Lessor by the Approved Contractor for such Change Order,
which may include reasonable, customary, and applicable
administrative, overhead and profit allowances payable to the Approved
Contractor, plus any reasonable, customary, and applicable
administrative fee charged by Lessor with respect to such Change
Order.
For the avoidance of doubt, subsections 40.41, 40.42 and 40.43 of the Lease have
been and hereby are deleted in their entirety.
1.4 Exhibit "A". Exhibit "A" has been and hereby is amended to read
----------- -----------
in its entirety in accordance with Exhibit "A", attached hereto and by this
-----------
reference incorporated herein and made a part hereof.
2. Ratification. Both Lessor and Lessee acknowledge and confirm that the
------------
Lease, as amended hereby, is in full force and effect and the other party is not
in default under the Lease. This Amendment shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns.
This Amendment shall be governed by and construed under the laws of the State of
Georgia.
3. Counterparts. This Amendment may be executed in counterparts which
------------
shall be construed together as one instrument.
-4-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals the day and year first above written.
LESSOR:
TECHNOLOGY PARK/ATLANTA, INC., a Georgia corporation
By: /s/ Richard R. O'Brien
---------------------------------
Richard R. O'Brien
Executive Vice President
[CORPORATE SEAL]
LESSEE:
------
FIREARMS TRAINING SYSTEMS, INC., a Delaware corporation
By: /s/ Clare Fawkes
-------------------------------------
Its: Secretary
-------------------------------
[CORPORATE SEAL]
-5-
<PAGE>
EXHIBIT A
TRACT #1
LEGAL DESCRIPTION
-----------------
ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOTS 420 AND 421, 1ST
DISTRICT, 1ST SECTION, FORSYTH COUNTY, GEORGIA, AND BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
TO FIND THE TRUE POINT OF BEGINNING, COMMENCE AT A POINT WHICH MARKS THE
SOUTHERN END OF A MITERED CORNER OF THE INTERSECTION OF THE SOUTHEASTERN RIGHT-
OF-WAY LINE OF LAKEFIELD DRIVE AND THE NORTHEASTERN RIGHT-OF-WAY LINE OF
McGINNIS FERRY ROAD (80 FOOT RIGHT-OF-WAY); RUN THENCE IN A SOUTHEASTERLY
DIRECTION ALONG THE NORTHEASTERN RIGHT-OF-WAY LINE OF McGINNIS FERRY ROAD SOUTH
58 DEGREES 05 MINUTES 00 SECONDS EAST 574.97 FEET TO A POINT; THENCE LEAVING
SAID RIGHT-OF-WAY LINE RUN NORTH 24 DEGREES 30 MINUTES 00 SECONDS EAST 109.21
FEET TO A POINT; RUN THENCE ALONG AN ARC OF A CURVE TO THE RIGHT (CHORD: NORTH
32 DEGREES 31 MINUTES 51 SECONDS EAST 148.09 FEET; RADIUS: 530.00 FEET) AN ARC-
DISTANCE OF 148.58 FEET TO A POINT; RUN THENCE ALONG AN ARC OF A CURVE TO THE
RIGHT (CHORD: NORTH 59 DEGREES 08 MINUTES 47 SECONDS EAST 82.86 FEET; RADIUS:
130.00 FEET) AN ARC DISTANCE OF 84.33 FEET TO A POINT BEING THE TRUE POINT OF
BEGINNING; FROM THE TRUE POINT OF BEGINNING AS THUS ESTABLISHED RUN THENCE NORTH
39 DEGREES 20 MINUTES 00 SECONDS WEST 30.00 FEET TO A POINT; RUN THENCE NORTH 27
DEGREES 37 MINUTES 15 SECONDS EAST 320.01 FEET TO A POINT; RUN THENCE SOUTH 88
DEGREES 30 MINUTES 00 SECONDS EAST 692.94 FEET TO A POINT LOCATED ON THE WESTERN
RIGHT-OF-WAY LINE OF PROPOSED MARTIN-MARIETTA ACCESS ROAD (PROPOSED 100 FOOT
RIGHT-OF-WAY); RUN THENCE IN A SOUTHWESTERLY DIRECTION ALONG SAID RIGHT-OF-WAY
LINE THE FOLLOWING COURSES AND DISTANCES: SOUTH 00 DEGREES 29 MINUTES 11
SECONDS WEST 71.32 FEET TO A POINT, ALONG AN ARC OF A CURVE TO THE RIGHT (CHORD:
SOUTH 07 DEGREES 59 MINUTES 11 SECONDS WEST 173.91 FEET; RADIUS: 666.20 FEET) AN
ARC DISTANCE OF 174.41 FEET TO A POINT, AND SOUTH 15 DEGREES 29 MINUTES 11
SECONDS WEST 157.00 FEET TO A POINT; THENCE LEAVING SAID RIGHT-OF-WAY LINE RUN
THENCE NORTH 86 DEGREES 20 MINUTES 00 SECONDS WEST 103.00 FEET TO A POINT; RUN
THENCE SOUTH 74 DEGREES 10 MINUTES 00 SECONDS WEST 80.00 FEET TO A POINT; RUN
THENCE SOUTH 83 DEGREES 15 MINUTES 00 SECONDS WEST 100.00 FEET TO A POINT; RUN
THENCE SOUTH 80 DEGREES 20 MINUTES 00 SECONDS WEST 160.00 FEET TO A POINT; RUN
THENCE NORTH 78 DEGREES 15 MINUTES 00 SECONDS WEST 50.00 FEET TO A POINT; RUN
THENCE NORTH 51 DEGREES 00 MINUTES 00 SECONDS WEST 100.00 FEET TO A POINT; RUN
THENCE NORTH 73 DEGREES 45 MINUTES 00 SECONDS WEST 111.92 FEET TO A POINT; RUN
THENCE NORTH 39 DEGREES 20 MINUTES 00 SECONDS WEST 133.66 FEET TO A POINT AND
THE TRUE POINT OF BEGINNING.
THE ABOVE-DESCRIBED PROPERTY CONTAINS 7.5686 ACRES, AND IS SHOWN ON, AND
DESCRIBED ACCORDING TO, THAT CERTAIN FLAT FOR TECHNOLOGY PARK/ATLANTA, INC. by
HANNON, MEEKS & BAGWELL, SURVEYORS AND ENGINEERS, INC. DATED APRIL 27, 1993,
LAST REVISED APRIL 29, 1993, WHICH PLAT IS INCORPORATED HEREIN AND BY THIS
REFERENCE MADE A PART OF THIS DESCRIPTION.
-6-
<PAGE>
EXHIBIT 10.10
SECOND AMENDMENT TO LEASE AGREEMENT
-----------------------------------
THIS SECOND AMENDMENT TO LEASE AGREEMENT (herein called the "Amendment") is
made and entered into this 21st day of December 1995, by and between SCHNEIDER
ATLANTA, L.P., a Georgia limited partnership having an office at 2849 Paces
Ferry Road, Suite 770, Atlanta, Georgia 30339 (herein called "Lessor"), and
FIREARMS TRAINING SYSTEMS, INC., a Delaware corporation having an office at 7340
McGinnis Ferry Road, Suwanee, Georgia 30174 (herein called "Lessee");
W I T N E S S E T H:
--------------------
WHEREAS, Lessee and Technology Park/Atlanta, Inc. ("Original Lessor"), a
Georgia corporation and the predecessor-in-interest to Lessor, entered into that
certain Lease dated May 4, 1993, as amended by First Amendment to Lease
Agreement dated December 21, 1993 and by letter amendment from Lessee to
Original Lessor dated January 6, 1995, accepted and agreed to by Original Lessor
January 24, 1995 (as so amended herein called the "Lease"), providing for the
leasing of approximately 86,052 rentable square feet within the Building (as
defined in the Lease; all terms used but not defined in this Amendment shall
have the meaning ascribed thereto in the Lease); and
WHEREAS, Lessee wishes to lease from Lessor and Lessor wishes to lease to
Lessee, in addition the Premises, (i) a building expansion (the "Building
Expansion") adjoining the Building, which Building Expansion will be constructed
on that certain tract of land approximately depicted on Exhibit "A" attached
-----------
hereto and by this reference incorporated herein and made a part hereto (herein
called the "Expansion Land") and (ii) that portion of the Expansion Land on
which the Building Expansion is situated (herein collectively called the
"Expansion Premises"), on the terms and conditions hereinafter provided;
WHEREAS, at Lessees request, Lessor has agreed to cause certain interior
improvements to the Building (the "Interior Improvements") to be constructed, on
the terms and conditions hereinafter provided;
<PAGE>
WHEREAS, Lessor and Lessee desire to amend the Lease to evidence said
expansion and interior improvements and in certain particulars as hereinafter
provided;
NOW, THEREFORE, for and in consideration of the premises, TEN DOLLARS
($10.00) paid by Lessee to Lessor and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto do
hereby agree as follows:
1. Amendments. The Lease has been and hereby is amended as follows:
----------
1.1 Section 1. Section 1 of the Lease has been and hereby is amended to
----------
read in its entirety as follows:
1. TERM. The term of this Lease (as the same may be extended as
----
hereinafter provided herein called the "Lease Term") shall commence on November
12, 1993 (herein called the "Commencement Date") and unless sooner terminated
pursuant to the provisions hereof shall terminate at 11:59 p.m. on May 11, 2008
(herein called the "Expiration Date"). Lessee acknowledges and agrees that
except as expressly provided in Schedule 1 attached hereto and by this reference
----------
incorporated herein: (i) the Premises (excluding the Expansion Premises) have
been completed substantially in accordance with the Plans, as amended in
accordance with Section 40.2 hereof, together with all utilities including
telephone conduit, other than telephone operations, being made available in
accordance with Section 6.1 hereof, to the extent that the Premises (excluding
the Expansion Premises) may be occupied by Lessee, (ii) that Lessor has provided
Lessee with a final certificate of occupancy for the Premises (excluding the
Expansion Premises) and (iii) that Lessor has provided Lessee with a certificate
from the architect certifying the Premises (excluding the Expansion Premises)
have been substantially completed in accordance with the Plans.
-2-
<PAGE>
For the avoidance of doubt, nothing contained herein shall modify or reduce the
Option to Extend and Second Option to Extend as provided in Section 43 of the
Lease.
1.2 Section 2. Section 2 of the Lease has been and hereby is amended to
---------
read in its entirety as follows:
2. RENT.
----
2.1 Base Rental for Premises. The annual base rental (herein called
------------------------
"Annual Base Rental") for the Premises shall be as follows for each respective
Rental Lease Year (as hereinafter defined), shall be based on 86,052 rentable
square feet as shown in the Plans (as hereinafter defined) and shall be payable
in equal monthly installments (herein called "Base Rent") payable in advance on
the first day of each and every calendar month during the Lease Term commencing
on the First Rental Payment Date (as hereinafter defined):
Rental Lease Year 1:
$5.03 per rentable square foot
Annual Base Rental of $433,178.44
Base Rent per month of $ 36,098.20
Rental Lease Year 2:
$5.08 per rentable square foot
Annual Base Rental of $437,481.04
Base Rent per month of $ 36,456.75
Rental Lease Year 3:
$5.12 per rentable square foot
Annual Base Rental of $440,923.12
Base Rent per month of $ 36,743.59
Rental Lease Year 4:
$5.17 per rentable square foot
-3-
<PAGE>
Annual Base Rental of $445,225.72
Base Rent per month of $ 37,102.14
Rental Lease Year 5:
$5.22 per rentable square foot
Annual Base Rental of $449,528.32
Base Rent per month of $ 37,460.69
Rental Lease Year 6:
$5.28 per rentable square foot
Annual Base Rental of $454,691.44
Base Rent per month of $ 37,890.95
Rental Lease Year 7:
$5.34 per rentable square foot
Annual Base Rental of $459,854.56
Base Rent per month of $ 38,321.21
Rental Lease Year 8:
$5.39 per rentable square foot
Annual Base Rental of $464,157.16
Base Rent per month of $ 38,679.76
Rental Lease Year 9:
$5.54 per rentable square foot
Annual Base Rental of $477,064.96
Base Rent per month of $ 39,755.41
Rental Lease Year 10:
$5.59 per rentable square foot
Annual Base Rental of $481,367.56
-4-
<PAGE>
Base Rent per month of $ 40,113.96
Rental Lease Year 11:
$5.65 per rentable square foot
Annual Base Rental of $486,181.24
Base Rent per month of $ 40,515.10
Rental Lease Year 12:
$5.71 per rentable square foot
Annual Base Rental of $491,043.05
Base Rent per month of $ 40,920.25
Rental Lease Year 13:
$5.76 per rentable square foot
Annual Base Rental of $495,953.48
Base Rent per month of $ 41,329.46
Rental Lease Year 14:
$5.82 per rentable square foot
Annual Base Rental of $500,913.01
Base Rent per month of $ 41,742.75
As used in this Section 2.1, the term "Rental Lease Year" shall mean a
period of time beginning and ending at such times as hereinafter provided,
and the first Rental Lease Year shall commence on the date that is six (6)
months after the Commencement Date (the "First Rental Payment Date") and
shall end on the day preceding the date on which the first anniversary of
the First Rental Payment Date occurs. Each succeeding Rental Lease Year
shall commence on the day immediately following the last day of the
immediately preceding Rental Lease Year and shall end on the day that is
the anniversary of the date on which the previous Rental Lease Year ended.
For the avoidance of doubt, Lessee shall not be obligated to pay Annual
Base Rental or Base Rent for the six (6) month period from the Commencement
Date until the First Rental Payment Date, but shall pay all other costs
associated with the Premises from and after the Commencement Date. Base
Rent shall be prorated at the rate per diem of 1/30th of the Base Rent for
any partial month.
-5-
<PAGE>
2.2 Base Rental for Expansion Premises. Subject to adjustment as provided
----------------------------------
in section 45 hereof, the annual base rental for the Expansion Premises
(herein called "Annual Expansion Base Rental") shall be as follows for
Expansion Rental Lease Year 1 (as hereinafter defined), shall be based on
6,740 rentable square feet contained in the Expansion Premises as shown in
the Expansion Plans (as hereinafter defined) and shall be payable in
monthly installments (herein called "Expansion Base Rent") payable in
advance on the first day of each and every calendar month during the Lease
Term commencing on the Expansion Commencement Date (as hereinafter defined
in section 45.7):
Expansion Rental Lease Year 1:
Annual Expansion Base Rental of $ 22,242.00
Expansion Base Rent per month of $ 1,853.50
Thereafter, the Annual Expansion Base Rental for each Expansion Rental
Lease Year shall be an amount equal to 101% of the Annual Expansion Base
Rental for the immediately preceding Expansion Rental Lease Year. As used
in this section 2.2, the term "Expansion Rental Lease Year" shall mean a
period of time beginning and ending at such times as hereinafter provided,
and the term "Expansion Rental Lease Year 1" shall mean a period of time
commencing on the Expansion Commencement Date (as hereinafter defined) and
ending on the last day of Rental Lease Year 3 (as provided in Section 2.1
above). Each succeeding Expansion Rental Lease Year shall commence on the
day immediately following the last day of the immediately preceding
Expansion Rental Lease Year and shall end on the day that is the
anniversary of the date on which the previous Expansion Rental Lease Year
ended. Expansion Base Rent shall be prorated at the rate per diem of
1/30th of the Expansion Base Rent for any partial month. Within sixty (60)
days after "substantial completion" (as hereinafter defined) of the
Building Expansion, Lessor shall provide Lessee with a calculation of the
rentable square feet in the Building Expansion, certified by Lessor's
architect. If such calculation shows a number of rentable square feet in
the Building Expansion other than 6,740, then the Annual Expansion Base
Rental and Expansion Base Rent for Expansion Rental Lease Year 1 shall be
adjusted to reflect the actual number of rentable square
-6-
<PAGE>
feet in the Building Expansion, and Lessor and Lessee shall execute an
amendment reflecting said adjusted initial rent and the Annual Expansion
Base Rental and Expansion Base Rent for each Expansion Rental Lease Year.
2.3 Interior Improvements Reimbursement Rental. Subject to adjustment as
------------------------------------------
provided in Section 45 hereof, the annual interior improvements
reimbursement rental (herein called "Annual Interior Improvements
Reimbursement Rental") shall be payable in one hundred forty-four (144)
monthly installments (herein called "Interior Improvements Monthly
Reimbursement Rent") payable in advance on the first day of each and every
calendar month commencing on the Interior Improvements Acceptance Date (as
hereinafter defined in Section 45.7) and continuing through such one
hundred forty-fourth (144th) month. The Annual Interior Improvements
Reimbursement Rental shall be as follows for Interior Improvements Rental
Lease Year 1 (as hereinafter defined):
Interior Improvements Rental Lease Year 1:
Annual Interior Improvements Reimbursement Rental
of: $50,063.16
Interior Improvements Monthly Reimbursement Rent
of: $ 4,171.93.
Thereafter, the Annual Interior Improvements Reimbursement Rental for each
Interior Improvements Rental Lease Year shall be an amount equal to 101% of
the Annual Interior Improvements Reimbursement Rental for the immediately
preceding Interior Improvements Rental Lease Year. As used in this Section
2.3, the term "Interior Improvements Rental Lease Year" shall mean a period
of time beginning and ending at such times as hereinafter provided, and the
term "Interior Improvements Reimbursement Rental Lease Year 1" shall mean a
period of time commencing on the Interior Improvements Acceptance Date (as
hereinafter defined) and ending on the last day of Rental Lease Year 3 (as
provided in Section 2.1 above). Each succeeding Interior Improvements
Rental Lease Year shall commence on the day immediately following the last
day of the immediately preceding Interior Improvements Rental Lease Year
and shall end on the day that is the anniversary of the date on which the
previous Interior Improvements Rental Lease Year ended;
-7-
<PAGE>
provided, however, that the Interior Improvements Rental Lease Year in
which the one hundred forty-fourth (144th) payment of Interior Improvements
Monthly Reimbursement Rent is due shall terminate on the last day of the
month in which such installment is due. Interior Improvements Monthly
Reimbursement Rent shall be prorated at the rate per them of 1/30th of the
Interior Improvements Monthly Reimbursement Rent for the first (lst) and
one hundred forty-fourth (144th) months, to the extent such months are
partial months.
1.3 Section 43.4. Section 43.4 is hereby modified by deleting from the
------------
first through fourth lines thereof the phrase "for the purpose of exercising its
rights under that certain
Option to Lease, dated of even date herewith and entered by and between Lessor
and Lessee."
1.4 Section 43.5. The following Section 43.5 is hereby added to the
------------
Lease:
43.5 If Lessee has exercised the Option to Extend and the Second
Option to Extend and if Lessee is not then in default under this
Lease, then Lessee shall have an additional option to extend the
Extended Term (herein called the "Third Option to Extend") for up to
five (5) years (herein called the "Third Extended Term"). Such Third
Option to Extend shall be exercised by written notice from Lessee to
Lessor given on or before the date that is six (6) months prior to the
expiration of the Second Extended Term which written notice shall
specify the period of the Third Extended Term in whole years. In the
event Lessee exercises the Third Option to extend, all terms and
conditions of this Lease shall continue in full force and effect
throughout the Third Extended Term, except as provided in Section 43.3
hereof and except that the Annual Base Rental rate shall be determined
in accordance with Sections 43.1 and 43.2 hereof and all references to
the "Extended Term" shall be deemed to refer to "Third Extended Term."
1.5 Section 45. The following Section 45 is hereby added to the Lease:
----------
-8-
<PAGE>
45. EXPANSION PREMISES AND INTERIOR IMPROVEMENTS.
--------------------------------------------
45.1 Lessee hereby acknowledges and approves of the retention by
Lessor of Choate Construction Company (herein called the "Approved
Expansion Contractor") to construct the Building Expansion and the
Interior Improvements pursuant to a construction contract
substantially in the form attached hereto as Exhibit "B" and by this
-----------
reference incorporated herein and made a part hereof (the "Choate
Contract"). Lessor shall cause the Building Expansion to be
constructed on the Expansion Land, and Lessor shall cause the Interior
Improvements to be constructed, all substantially in accordance with
those certain final plans and specifications of the Building Expansion
and Interior Improvements, which plans and specifications have been
and are hereby approved by Lessor and Lessee and are identified on the
List of Drawings Issued for Construction attached to the Choate
Contract. Lessee hereby approves the form of Choate Contract attached
hereto as Exhibit "B", the time periods specified therein for
-----------
Substantial Completion of the entire Work, the Interior Renovation and
the Exterior Expansion (as such terms are defined in the Choate
Contract), the work necessary to accommodate installation of the
gunboat simulator and the provisions contained in Article 8 of the
Choate Contract, the General Conditions and the Supplemental General
Conditions for extension of the Contract Time (as defined in the
Choate Contract). Lessor shall be deemed to have diligently proceeded
to effect "substantial completion" of the Interior Improvements and
Building Expansion (as hereinafter defined) if Lessor uses reasonable
and customary efforts to enforce the terms of the Choate Contract,
including without limitation said Contract Time, as the same may be
extended, and Lessor's remedies under Article 14 of the General
Conditions for default of the Approved Expansion Contractor. Lessor
shall use reasonable efforts to have Lessee deemed to be a co-
beneficiary relating to any bonds that may be issued relating to the
Approved Expansion Contractor's payment and performance. Upon
substantial completion of the Building Expansion, Lessor shall cause a
Georgia registered surveyor or engineer, reasonably acceptable
-9-
<PAGE>
to Lessee, to prepare and deliver to Lessee a survey of the Expansion
Land which shall show all improvements on the Expansion Land as of the
date of such survey. Such survey shall contain a metes and bounds
description of the Expansion Land and shall contain the certifications
in favor of Lessor and Lessee and the minimum standard detail
requirements for an ALTA/ACSM Land Title Survey meeting the
requirements of a Class A Survey, as adopted by ACSM on September 16,
1988 and by ALTA on October 19, 1988.
45.2 No revisions or amendments to the Expansion Plans will be
implemented without the written approval of both Lessor and Lessee,
which approval Lessor and Lessee each agree not unreasonably to
withhold or delay. Any such revision or amendment to the Expansion
Plans that is approved by the Lessor and Lessee as provided herein is
called an "Expansion Change Order." Lessor's determination that a
proposed Expansion Change Order would reduce the value of the
Expansion Premises and the disapproval of a proposed Expansion Change
Order by the holder of any Mortgage shall each be deemed to be a
reasonable basis for disapproval by Lessor. Any proposed Expansion
Change Order to the Expansion Plans shall be submitted by the
proposing party to the other party in writing and shall be approved or
rejected in writing within ten (10) business days after receipt
thereof by the nonproposing party, and if not rejected within said
time period shall be deemed approved.
45.3 Lessor and Lessee acknowledge and agree that the Annual Interior
Improvements Reimbursement Rental for Interior Improvements Rental
Lease Year 1 shall be an amount per annum equal to:
[Expansion (Rentable Square
15.043% X Construction - Feet of Expansion
Costs Premises x $30.00)],
and as set forth in Section 2.3 hereof has been calculated based upon
Expansion Construction Costs (as hereinafter defined) of $535,000.00
and 6,740 rentable square feet of Building Expansion Premises. Within
-10-
<PAGE>
sixty (60) days after "substantial completion" (as hereinafter
defined) of the Interior Improvements and the Building Expansion,
Lessor shall determine the actual Expansion Construction Costs and
deliver to Lessee a statement of such actual Expansion Construction
Costs, together with reasonably sufficient evidence verifying such
costs. If such statement shows Expansion Construction Costs other than
$535,000.00 or if the square footage calculation provided by Landlord
to Tenant under Section 2.2 of this Lease shows a number of rentable
square feet in the Expansion Premises other than 6,740, such initial
rental shall be adjusted in accordance with the formula set forth
above, and Lessor and Lessee shall execute an amendment to this Lease
setting forth the Annual Interior Improvements Reimbursement Rental
and the Interior Improvements Monthly Reimbursement Rent for all
Interior Improvements Rental Lease Years. For purposes of this Section
45.3, "Expansion Construction Costs" shall mean any and all costs and
expenses of any nature, whether generally characterized as "hard" or
"soft" costs, incurred by Lessor and payable to a third party in
connection with the design and construction of the Building Expansion
and the Interior Improvements, including, without limitation,
attorney's fees, architectural and design fees and expenses, the cost
of any insurance premiums which are required to be maintained with
respect to the Building Expansion or the Interior Improvements, the
cost of any survey required by this Amendment, the cost of sales or
use taxes on materials provided for the Building Expansion or Interior
Improvements, the cost of all permitting fees, the cost of utility tap
and service fees and the cost of reasonable, customary and applicable
Administrative, overhead and profit allowances payable to the Approved
Expansion Contractor, plus any reasonable, customary and applicable
administrative fee charged by Lessor with respect thereto.
45.4 Lessor and Lessee acknowledge and agree that the Annual Expansion
Base Rental for Expansion Rental Lease Year 1 has been calculated
based upon a residual value of $30.00 per square foot for the Building
Expansion.
-11-
<PAGE>
45.5 Lessor shall promptly commence and diligently proceed to
"substantially complete" the Interior Improvements and the Expansion
Premises, in accordance with the Expansion Plans, as the same may be
amended in accordance with Section 45.2 hereof. As applied to the
Interior Improvements or the Expansion Premises, the term
"substantially completed," "substantially complete," or "substantial
completion" as used in this Section 45 shall mean (i) completed
substantially in accordance with the Expansion Plans, as amended in
accordance with Section 45.2 hereof, together with all utilities
including telephone conduit, other than telephone operations, being
made available in accordance with Section 6.1 hereof, to the extent
that the portion of the Premises affected by the Interior Improvements
or the Expansion Premises, as applicable, may be occupied by Lessee,
(ii) that Lessor has provided Lessee with a temporary certificate of
occupancy for the portion of the Premises affected by the Interior
Improvements or the Expansion Premises, as applicable (and Lessor
shall diligently pursue issuance of a final certificate of occupancy
therefor) and (iii) that Lessor has provided Lessee with a certificate
from the architect certifying the Interior Improvements or the
Expansion Premises, as applicable, have been substantially completed
in accordance with the Expansion Plans, it being understood by both
Lessor and Lessee that minor punchlist items shall not be considered
an obstruction to the initial occupancy and use of the portion of the
Premises affected by the Interior Improvements or the Expansion
Premises, as applicable, by Lessee.
45.6 Lessor shall provide Lessee with periodic written reports
generally summarizing the status of the construction of the Interior
Improvements and the Building Expansion, the adherence to any
applicable construction schedules and the anticipated dates that the
Interior Improvements and the Building Expansion will be substantially
completed and shall invite Lessee to periodic meetings between Lessor
and the Approved Expansion Contractor to discuss the progress of the
construction of the Interior Improvements and the Expansion Premises.
-12-
<PAGE>
45.7 Notwithstanding anything to the contrary contained herein, the
Expansion Commencement Date shall be deemed to be that date on which
"substantial completion" of the Expansion Premises would have
otherwise occurred but for (i) amendments to the Expansion Plans
requested by Lessee, or (ii) delays caused by Lessee, its contractors,
employees; or agents, and the Interior Improvements Acceptance Date
shall be deemed to be that date on which "substantial completion" of
the Interior Improvements would have otherwise occurred but for (i)
amendments to the Expansion Plans requested by Lessee, or (ii) delays
caused by Lessee, its contractors, employees, or agents. Upon the
Expansion Commencement Date, the Expansion Premises shall be included
within the meaning of "Premises" for purposes of all provisions of
this Lease other than Sections 2.1 and 40.
2. Ratification. Both Lessor and Lessee acknowledge and confirm that the
------------
Lease, as amended hereby, is in full force and effect and the other party is not
in default under the Lease. This Amendment shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns.
This Amendment shall be governed by and construed under the laws of the State of
Georgia.
-13-
<PAGE>
3. Counterparts. This Amendment may be executed in counterparts which
------------
shall be construed together as one instrument.
IN WITNESS WHEREOF the parties hereto have hereunto set their hands
and seals the day and year first above written.
LESSOR:
------
SCHNEIDER ATLANTA, L.P., a Georgia
limited partnership
By: SA Management, Inc., a Georgia
corporation, sole general partner
by: /s/ Ralph G. Edwards, Jr.
--------------------------
Ralph G. Edwards, Jr.
Secretary
[CORPORATE SEAL]
LESSEE:
------
FIREARMS TRAINING SYSTEMS, INC., a
Delaware corporation
By: /s/ David A. Apselof
----------------------
Its: CFO
-------------------
[CORPORATE SEAL]
-14-
<PAGE>
EXHIBIT A
7340 MCGINNIS FERRY ROAD
TRACT 1
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lots 420 and 421,
lst Section, 1st District, Forsyth County, Georgia, and being more particularly
described as follows:
TO FIND THE TRUE POINT OF BEGINNING, commence at the northern terminus of
the mitered corner at the intersection of the northeasterly right-of-way of
McGinnis Ferry Road (having an 80 foot right-of-way) and the southeasterly
right-of-way of Lakefield Drive; running thence along said mitered corner South
13 degrees 05 minutes 00 seconds East a distance of 70.00 feet to a point
located along the northeasterly right-of-way of McGinnis Ferry Road; run thence
along said northeasterly right-of-way of McGinnis Ferry Road South 58' degrees
05 minutes 00 seconds East a distance of 574.97 feet to a point; thence leave
said northeasterly right-of-way of McGinnis Ferry Road and run North 24 degrees
30 minutes 00 seconds East a distance of 109.21 feet to a point; run thence
along the arc of a curve to the right (said arc being subtended by a chord
bearing North 32 degrees 31 minutes 51 seconds East a chord distance of 148.09
feet and having a radius of 530-00 feet) an arc distance of 148.58 feet to a
point; run thence along the arc of a curve to the right (said arc being
subtended by a chord bearing North 59 degrees 08 minutes 47 seconds East a chord
distance of 82.86 feet and having a radius of 130.00 feet) an arc distance of
84.33 feet to a point, which point marks the TRUE POINT OF BEGINNING; FROM THE
TRUE POINT OF BEGINNING as thus established, running thence North 39 degrees 20
minutes 00 seconds West a distance of 30.00 feet to a half inch rebar set;
running thence North 27 degrees 37 minutes 16 seconds East a distance of 320.01
feet to a half inch rebar found; running thence South 88 degrees 30 minutes 00
seconds East a distance of 692.94 feet to a half inch rebar found along the
westerly right-of-way of New Boyd Road (having a 100 foot right-of-way); running
thence along the westerly right-of-way of New Boyd Road the following courses
and distances: South 00 degrees 29 minutes 11 seconds West a distance of 71.32
feet to a point; along the arc of a curve to the right (said arc being subtended
by a chord bearing South 07 degrees 59 minutes 11 seconds West a chord distance
of 173.91 feet and having a radius of 666.20 feet) an arc distance of 174.41
feet to a point; South 15
-15-
<PAGE>
degrees 29 minutes 11 seconds West a distance of 157.00 feet to a point; thence
leaving said westerly right-of-way of New Boyd Road and running North 86 degrees
20 minutes 00 seconds West a distance of 103.00 feet to a point; running thence
South 74 degrees 10 minutes 00 seconds West a distance of 80.00 feet to a Point;
running thence South 63 degrees 15 minutes 00 seconds West a distance of 100.00
feet to a point; running thence South 80 degrees 20 minutes 00 seconds West a
distance of 160.00 feet to a point; running thence North 78 degrees 15 minutes
00 seconds West a distance of 50.00 feet to a point; running thence North 61
degrees 00 minutes 00 seconds West a distance of 100.00 feet to a point; running
thence North 73 degrees 45 minutes 00 seconds West a distance of 111.92 feet to
a point; running thence North 39 degrees 20 minutes 00 seconds West a distance
of 133.66 feet to a point, said point being the POINT OF BEGINNING; containing
7.5688 acres and being designated as Tract 1 on that Boundary & Above Ground
"As-Built" Survey for Landesbank Hessen-Thuringen Girozentrale, Deuteron of
North America, Inc. & First American Title Insurance Company by Pearson &
Associates, Inc., certified by Mark A. Buckner, Georgia Registered Land Surveyor
No. 2422, dated December 19, 1994, last revised March 9, 1995.
TOGETHER WITH:
TRACT 2
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lots 420 and 421,
lst Section, lst District, Forsyth County, Georgia, and being more particularly
described as follows:
TO FIND THE TRUE POINT OF BEGINNING, begin at the northern terminus of the
mitered corner intersection of the northeasterly right-of-way of McGinnis Ferry
Road (having an 80 foot right-of-way) and the southeasterly right-of-way of
Lakefield Drive; run thence along said mitered corner South 13 degrees 05
minutes 00 seconds East a distance of 70.00 feet to a point located along the
northeasterly right-of-way of McGinnis Ferry Road; run thence along said
northeasterly right-of-way of McGinnis Ferry Road South 58 degrees 05 minutes 00
seconds East a distance of 574.97 feet to a point, said point marking the TRUE
POINT OF BEGINNING; FROM THE TRUE POINT OF BEGINNING as thus established, thence
leaving said northeasterly right-of-way of McGinnis Ferry Road and running North
24 degrees 30 minutes 00 seconds East a distance of 109.21 feet to
-16-
<PAGE>
a point; running thence along an arc of a curve to the right (said arc being
subtended by a chord bearing North 32 degrees 31 minutes 51 seconds East a chord
distance of 148.09 feet and having a radius of 530.00 feet) an arc distance of
148.58 feet to a point; running thence along an arc of a curve to the right
(said arc being subtended by a chord bearing North 59 degrees 08 minutes 47
seconds East a chord distance of 82.86 feet and having a radius of 130.00 feet)
an arc distance of 84.33 feet to a point; running thence South 39 degrees 20
minutes 00 seconds East a distance of 78.33 feet to a point; running thence
along the arc of a curve to the left (said arc being subtended by a chord
bearing South 74 degrees 26 minutes 58 seconds West a chord distance of 78.06
feet and having a radius of 70.00 feet) an arc distance of 82.80 feet to a
point; running thence along an arc of a curve to the left (said arc being
subtended by a chord bearing South 32 degrees 31 minutes 51 seconds West a chord
distance of 131.33 feet and having a radius of 470.00 feet) an arc distance of
131.76 feet to a point; running thence South 24 degrees 30 minutes 00 seconds
West a distance of 117.02 feet to a point located along the northeasterly right-
of-way of McGinnis Ferry Road; running thence along said northeasterly right-of-
way of McGinnis Ferry Road North 58 degrees 05 minutes 00 seconds West a
distance of 60.51 feet to a point, which point marks the POINT OF BEGINNING;
containing 0.4614 acres and being designated as Tract 2 on that Boundary & Above
Ground "As-Built" Survey for Landesbank Hessen-Thuringen Girozentrale, Deuteron
of North America, Inc. & First American Title Insurance Company by Pearson &
Associates, Inc., certified by Mark A. Buckner, Georgia Registered Land Surveyor
No. 2422, dated December 19, 1994, last revised March 9, 1995.
-17-
<PAGE>
EXHIBIT "B"
-----------
Choate Contract
-18-
<PAGE>
Schedule 1
----------
Lessee has asserted that certain of the non-carpeted portions of the
Premises (excluding the Expansion Premises) located in the shipping and
receiving area, installed by Choate Construction Company ("Choate") at the
direction of original Lessor are bubbling and cracking. It is the understanding
of the parties hereto that Choate will correct the condition of said flooring,
at Choate's expense, contemporaneously with the Interior Improvements and the
Building Expansion. This understanding will not diminish any obligations Lessor
may have under the Lease to correct this condition. Lessee acknowledges and
agrees that Lessee has no right to terminate the Lease by virtue of this
condition.
-19-
<PAGE>
CONSENT OF MORTGAGEE
The undersigned, being the holder of a certain Deed to Secure Debt and
Security Agreement (the "Security Deed"), dated March 22, 1995, recorded in Deed
Book 841, page 416, Forsyth County, Georgia Records, and a certain Assignment of
Leases and Rents (the "Assignment") dated March 22, 1995, recorded in Deed Book
841, page 446, aforesaid Records, which Security Deed and Assignment encumber
and affect inter alia, the Land (as defined in the Lease) and the Expansion Land
----------
(as defined in the Amendment to which this Consent is attached), does hereby
consent to and approve of the Amendment to which this Consent is attached for
all purposes under the Security Deed and the Assignment; provided, however, this
Consent shall in no manner obligate the undersigned to complete the improvements
contemplated by the Amendment. The undersigned hereby evidences such consent by
causing its duly authorized officers to sign, seal and deliver this Consent this
___________________ day of December, 1995.
Signed, sealed and delivered Landesbank Hessen - Thuringen
in the presence of: Girozentrale
By:
- ---------------------------- -----------------------------
Unofficial Witness Name:
---------------------------
Title:
--------------------------
- ----------------------------
Notary Public
My Commission Expires: [SEAL]
- ----------------------------
(NOTARIAL SEAL)
-20-
<PAGE>
Exhibit 10.11
FIREARMS TRAINING SYSTEMS, INC.
PROGRAM PLAN
FOR
ISMT/IST CONTRACT
for the
UNITED STATE MARINE CORPS, ACTIVE FORCES
AND
AND THE UNITED STATES ARMY NATIONAL GUARD
CONTRACT # M67854-94-C-2014
4 AUGUST 1994
CONTRACTING ACTIVITY: MARINE CORPS SYSTEMS COMMAND
QUANTICO, VA
ADMINISTRATIVE CONTRACTING OFFICER: MS LISA WERBICKAS
JEFF MARLIN BILL JORDAN
PROGRAM MANAGER DEPUTY PROGRAM
MANAGEMENT
<PAGE>
Section B, which lists contract line item numbers
with prices per item, is omitted as immaterial.
<PAGE>
M67854-94-C-2014
SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK
- --------------------------------------------------------
C-1 Items 0001 through 0016, 0021, 0023 and 0024 and if and to the extent
option items are exercised, Option Items 0100 through 0112, 0117 through 0125,
0128, and 0142, 0200 through 0212, 0217 through 0225, 0228, and 0242, 0300
through 0312, 0317 through 0325, 0328, and 0342, 0400 through 0412, 0417 through
0426, 0428, 0430 and 0442, shall be performed in accordance with the Statement
of Work (Attachment (1), and Purchase Description (Attachment (2) ) referenced
in Section J. Item 0046 shall be preformed in accordance with the statement of
Work reference in Section J of the contract. (poooo1)
C-2 COMPLIANCE WITH SPECIFICATIONS
The effort required hereunder shall be in accordance with the specifications set
forth herein and the offeror's technical proposal FIREARMS TRAINING SYSTEMS'
--------------------------
proposal dated 9 May 1994 to include responses to discussion questions and
- --------------------------------------------------------------------------
information submitted in its Best and Final Offer dated 22 July 1994 which is
- --------------------------------------------------------------------
incorporated herein by reference and made part hereof. In the event of any
discrepancy between the Government's specifications and the contractor's
proposal, the Government's specifications shall control unless otherwise noted
herein.
C-3 Exercise of Options. Option Items shall be exercised in accordance with
-------------------
FAR 52.217-7 OPTION FOR INCREASED QUANTITY -SEPARATELY PRICED LINE ITEM (MAR
1989), and the Procuring Contracting Office (PCO) shall exercise on or before
the date provided below:
Option Items PCO shall exercise on or before:
- ------------ --------------------------------
0100 through 0142 30 September 1995
0200 through 0242 30 September 1996
0300 through 0342 30 September 1997
0400 through 0442 30 September 1998
C-4 Items 0017, 0018, 0019, 0020, and if and to the extent option items are
exercised, Option Items 0127, 0227, 0327, and 0427 will be ordered in contract
modifications issued in accordance with Section H Special Contract Requirement
entitled "Ordering-Provisional Items".
C-5 Contractor shall provide a warranty in accordance with FAR clause 52-246-18
Alt. 1, Apr 1984.
C-6 Items 0001 and if and to the extent options are exercised, Option items
0100, 0200, 0300 and 0400 shall include over-packed of two (2) Government On-
the-Job Training Handbooks, (Ref. CDRL Exhibit C, Sequence Number C002), one (1)
copy of Off-the-Shelf Manuals (Ref. CDRL Exhibit K, Sequence Number K001).
<PAGE>
M67854-94-c-2014
C-7 OPTION CLINs 0129, 0229, 0329, and 0429, Deployment Cases, shall be in
accordance with paragraph 3.9.1 of the Statement of Work and paragraph 3.2.6.2
of the Purchase Description. Any ISMT shall fit in a deployment case.
C-8 Items 0025 through 0046 and if and to the extent options are exercised,
Option Items 0131 through 0141, 0231 through 0241, 0331 through 0341 through
0441 shall be in accordance with Contract Date Requirement Lists (CDRL), DD Form
1423, Exhibits A (Items 0025, 0026 and Option Items 0131, 0132, 0231, 0232,
0331, 0332, 0431, 0432), Exhibit B (Items 0027 through 0031, and Option Items
0133 through 0136, 0233 through 0236, 0333 through 0336, and 0433 through 0436),
Exhibit C (Items 0032 through 0036, and Option Items 0137 through 0139, 0237
through 0239, 0337 through 0339, and 0437 through 0439), Exhibit D (Item 0037),
Exhibit E (Item 0038, and Option Items 0140, 0240, 0340, 0440), Exhibit F (Items
0039 and 0040), Exhibit G (Item 0041), Exhibit H (Item 0042), Exhibit J (Item
0043), Exhibit K (Item 0044), Exhibit L (Item 0045), Exhibit M (Item 0046), and
Exhibit N (Option Items 0141, 0241, 0341, 0441).
3. Section C-9 is hereby added as follows:
C-9 a. SLINs 0047AB through 0047AR, and Option SLINs 0143AA-0143AR, 0243AA -
0243AR, 0343AA - 0343AR, and 0443AA - 0443AR, if and to the extent exercised,
are for two (2) Installer/Trainers to provide an additional 8 man-hours each of
On-Site Training on a third consecutive day following the two days of training
provided under corresponding SLIN, i.e., SLINs 0023AB through 0023AR, and SLINs
0221AA-0221AR, 0321AA-0321AR, and 0421AA-0421AR respectively. Option SLINs
0143AA - 0143AR, 0243AA - 0243AR, 0343AA - 0343AR, and 0443AA - 0443AR shall not
be exercised without concurrent or previous exercise of the corresponding SLIN.
b. The 2 day On-Site Training shall be in accordance with the
--------------------------
Statement of Work and Purchase Description and shall include, but is not limited
to, the following tasks
1) Site survey: review training location for system; discuss
training location requirements for ashore and afloat.
2) Initial setup: proper setup procedures and initial test of
system and all weapons.
3) Projector calibration: discuss procedure for projector
calibration. (Minimum 2 hours.)
4) Built-in-Test (BIT): discuss BIT; automated and manual
trouble-shooting.
<PAGE>
M67854-94-C-2014
Modification P00011
5) Weapons training: provide review of unique aspects of
simulation weapons; weapons handling and authorized maintenance.
6) System and Weapon alignment: review procedures and rationale
for system and weapon alignment.
7) Laser disc review: review all laser discs; discuss discs and
other training material to be delivered; discuss night vision
device training.
8) Removal/replacement of Line Replaceable Units (LRU): review
proper procedure for removal and replacement of all LRUs.
9) Authoring: discuss existing scenarios, backgrounds and
targets and the authoring process, discuss the Scenario
Development Toolset. (Minimum 2 hours.)
10) Shut down procedures and preventive maintenance cleaning.
11) Performance evaluation and review.
c. Third day of On-Site Training CLIN 0047 and Option CLINs 0143, 0243,
-----------------------------
0343, and 0443, if and to the extent exercised, shall include, but are not
limited to, performance of the following tasks in addition to the requirements
above:
1) Unpack System: Discuss packing, transport, and deployability
issues; conduct joint inventory.
2) Projector calibration: discuss procedure for projector
calibration in greater detail than as discussed in two-day
class. Minimum 3 hours total. (One extra hour than 2 day
training.)
3) Documentation review: review OJT Manual, operators, and
weapons operations manuals.
4) Graphics program review: review courses of fire for all
weapons, forward observer, and USMC Individual Training
Standards (ITS); review manu structure and application to USMC
training programs.
5) Authoring: discuss existing scenarios, backgrounds and
targets and the authoring process, discuss the Scenario
Development Toolset. Minimum 3 hours total. (One extra hour than
2 day training.)
6) Review IST configuration and operation.
<PAGE>
7) Depot: discuss Depot operation and on-site responsibilities.
8) Performance evaluation and review.
<PAGE>
M67854-94-C-2014
SECTION D - PACKAGING AND HANDLING
- ----------------------------------
D-1 ITEMS 001 through 0046 and if and to the extent option items are exercised,
- -------------------------------------------------------------------------------
Option Items 0100 through 0142, 0200 through 0242, 0300 through 0342 and 0400
- -----------------------------------------------------------------------------
through 0442: All items shall be prepared for shipment or storage in accordant
- ------------
with the highest grade commercial practices of ASTM D3951-90. Marking shall be
in accordance with MIL-STD-129L.
D-2 Marking of Contractor Reports - All reports shall prominently show on the
- ----------------------------------
cover of the report:
------------------------------
Name of Contractor
------------------------------
Business address
--------------------
Contact Number
Sponsor:
----------------------------------------
Name of Project Manager
Marine Corps Systems Command (Code SST)
ALL SHIPMENTS SHALL BE MARKED IN ACCORDANCE WITH THE CURRENT EDITION OF MIL-STD-
129L.
The barcoding requirement contained in MIL-STD-129 is hereby deleted.
<PAGE>
M67854-94-C-2014
SECTION E - INSPECTION AND ACCEPTANCE
- -------------------------------------
E-1 THIS SOLICITATION INCORPORATES THE FOLLOWING SOLICITATION PROVISIONS BY
- ---
REFERENCE, WITH THE SAME FORCE AND EFFECT AS IF THEY WERE GIVEN IN FULL TEXT.
UPON REQUEST, THE CONTRACTING OFFICE WILL MAKE THEIR FULL TEXT AVAILABLE.
52.246-2 INSPECTION OF SUPPLIES - FIXED PRICE 1985 JULY
52.246-16 RESPONSIBILITIES FOR SUPPLIES 1984 APRIL
E-2 Items 001 through 0046 and if and to the extent option items are exercised,
- ---
Option Items 0100 through 0142, 0200 through 0242, 0300 through 0342, and 0400
through 0442: Inspection and acceptance of the supplies to be furnished
hereunder shall be made at origin by the project officer or his duly authorized
representative. DCMAO Atlanta is a duly authorized representative of the
project officer.
E-3 Project Officer
- -------------------
The project officer under this contract is Capt. Paul Fontanez SST, Marine Corps
Systems Command, Quantico, Virginia 22134-5000, (703) 784-3310, ext. 249 per
p00023.
Inspection and acceptance of contract deliverables are the responsibility of the
Project Officer or his duly authorized representative except as otherwise
specified in the contract under inspection and acceptance clauses or DD FORM
1423, when applicable. Moreover, the Project Officer serves in a supporting
role to the Contracting Officer, providing advice and expertise on technical
issues. However, only the Contracting Officer has the authority to authorize
deviations from the terms and conditions of this order, including deviations
from the specifications requirements. In the event the Contractor does deviate,
without the written approval of the Contracting Officer, such deviations shall
be at the risk of, and any costs shall be borne by, the Contractor.
E-4 Material Inspection and Acceptance
- ---------------------------------------
At the time of delivery of supplies or services under this contract, the
Contractor shall prepare and furnish to the Government a Material Inspection and
Receiving Report in the manner and to the extent required by DAR Appendix I,
"Material Inspection and Receiving Report."
Use of DD Form 250 (MIRR) shall be used for delivery and/or acceptance
of contract line, subline, exhibit line or exhibit subline items excluding those
which may be on DD Form 1423 that indicate no DD Form 250 is required.
<PAGE>
M67854-94-C-2014
SECTION F - DELIVERIES AND PERFORMANCE
- --------------------------------------
F-1 THIS SOLICITATION INCORPORATES THE FOLLOWING SOLICITATION PROVISIONS BY
- ---
REFERENCE, WITH THE SAME FORCE AND EFFECT AS IF THEY WERE GIVEN IN FULL TEXT.
UPON REQUEST, THE CONTRACTING OFFICER WILL MAKE THEIR FULL TEXT AVAILABLE.
FAR REF CLAUSE TITLE CLAUSE DATE
- ------- ------------ -----------
52.212-9 VARIATION IN QUANTITY - 1984 APR
para (b) 0 Percent increase, 0 Percent decrease. This increase or
decrease shall apply to the total quantity of each item without
regard to destination .
52.212-13 STOP WORK ORDER 1989 AUG
52.212-15 GOVERNMENT DELAY OF WORK 1984 APR
52.247-29 F.O.B. ORIGIN 1988 JUN
F-2 Delivery Locations
- -----------------------
Equipment under this contract shall be delivered, F.O.B. ORIGIN. The
destination will be provided by the Project Officer prior to or at the time of
shipment.
F-3 FAR 52.212-1 TIME OF DELIVERY (APR 1984)
- --------------------------------------------
(a) The Government requires delivery to be made according to the following
schedule:
REQUIRED DELIVERY SCHEDULE
--------------------------
ITEM NO. QTY UNITS PER MONTH
0001 52 6 units per month commencing 16 MAR 95
P00002 P00003 until 52 units are delivered.
0002 208 24 units per month commencing 16 MAR 95
until 208 units are delivered.
0003 118 14 units per month commencing 16 MAR 95
until 118 units are delivered.
0004 56 6 units per month commencing 16 MAR 95
until 56 units are delivered.
0005 44 6 units per month commencing 16 MAR 95
until 44 units are delivered.
<PAGE>
M67854-94-C-2014
a. In Modification P00006, CLIN 0016 is revised to read "0016AA" for
USMC Deliveries #1 through #5, and revised to read "0016AA" for quantity 4 of
USMC Delivery #6 and "0016AB" for quantity 2 of USMC Delivery #6.
b. Delivery of SLINs under CLINs 0023 and 0047 is hereby added to
Section F-3 as follows:
<TABLE>
<CAPTION>
Required Delivery
CLIN Description QTY Date
- ---------------- ---------------- --------------- ----------------------------
<S> <C> <C> <C>
0023 On-Site Training 1 completed
- ---- ----------------
0023AA Parris Island
0023 in 3 Days
conjunction On-Site Training
----------------
with 0047
- ---------
0023AE, 0047AE Camp Lejeune, NC 1 2-4 MAY 1995
0023AF, 0047AF Camp Butler, 1 20-22 JUN 1995
Japan
0023AD, 0047AD Camp Pendleton, 1 11-13 JUL 1995
CA
0023AG, 0047AG 29 Palms, CA 1 1-3 AUG 1995
0023AB, 0047AH San Diego, CA 1 6-8 SEP 1995
<CAPTION>
ITEM NO. QTY UNITS PER MONTH
<S> <C> <C>
0015 52 6 units per month commencing 23 JAN 95 until
52 units are delivered.
0016- TBD TBD
0020
0021 52 6 units per month commencing 23 JAN 95 until
52 units are delivered
0022- 0024 Unless otherwise directed in writing by CO,
0024 1 LOT of CLIN 0024, Initial Consummables,
shall be shipped to the same destination and
concurrently with 1EA of CLIN 0001.
</TABLE>
Items 0025 through 0046 - The data called for hereunder shall be
-----------------------
delivered in accordance with Exhibit A (Items 0025 and 0026),
Exhibit B (Items 0027 through 0031), Exhibit C (Items 0032 through 0036),
<PAGE>
Exhibit D (Item 0037), Exhibit E (Item 0038), Exhibit F (Items 0039 and 0040),
Exhibit G (Item 0041), Exhibit H (Item 0042), Exhibit J (Item 0043), Exhibit K
(Item 0044), Exhibit L (Item 0045), and Exhibit M (Item 0046). Item 0046 for
the Depot Maintenance Manual shall be due in accordance with Exhibit M, Seq. No.
M001. The contract maintenance data of Item 0046 shall follow the same schedule
as the manuals with the exception of the draft which is due by 30 DEC 94.
(P00001)
<PAGE>
M67854-94-C-2014
REQUIRED DELIVERY SCHEDULE
--------------------------
<TABLE>
<CAPTION>
OPTION QTY UNITS PER MONTH
ITEM NO.
<C> <S> <C>
0100 TBD 6 units per month commencing after
completion of CLIN 0001.
0101 TBD 6 units per month commencing after
completion of CLIN 0015.
0102 TBD 24 units per month commencing after
completion of CLIN 0002.
0103 TBD 14 units per month commencing after
completion of CLIN 0003.
0104, 0105, TBD 6 units per month commencing after the
0106, 0107, last delivery of same item in previous
0108, 0109, year.
0110, 0111,
0112, 0113,
0114, 0115,
0116, 0117,
0118, 0119,
0120
0121, 0122, TBD TBD
0123 and
0124
0125 TBD 3 units per quarter commencing after
completion of CLIN 0001.
0126-0127 TBD TBD
0128-0129 TBD 6 units per month commencing after
completion of CLIN 0001.
0130 TBD TBD
</TABLE>
Items 0131 through 0141 - The data called for hereunder shall be
-----------------------
delivered in accordance with Exhibit A (Option Items 0131 and 0132), Exhibit B
(Items 0133 through 0136), Exhibit C (Items 0137 through 0139), Exhibit E (Item
0140), and Exhibit N (Item 0141).
<PAGE>
M67854-94-C-2014
REQUIRED DELIVERY SCHEDULE
--------------------------
<TABLE>
<CAPTION>
OPTION QTY UNITS PER MONTH
ITEM NO.
<C> <S> <C>
0200 TBD 6 units per month commencing after
completion of CLIN 0100.
0201 TBD 6 units per month commencing after
completion of CLIN 0101.
0202 TBD 24 units per month commencing after
completion of CLIN 0102.
0203 TBD 14 units per month commencing after
completion of CLIN 0103.
0204, 0205, TBD 6 units per month commencing after last
0206, 0207, delivery of same item in previous year.
0208, 0209,
0210, 0211,
0212, 0213,
0214, 0215,
0216, 0217,
0218, 0219,
0220
0221, 0222, TBD TBD
0223 and
0224
0225 TBD 3 units per quarter commencing after
completion of CLIN 0125.
0226-0227 TBD TBD
0228-0229 TBD 6 units per month commencing after
completion of CLIN 0100.
0230 TBD TBD
</TABLE>
Items 0231 through 0241 - The data called for hereunder shall be
-----------------------
delivered in accordance with Exhibit A (Option Items 0231 and 0232), Exhibit B
(Items 0233 through 0236), Exhibit C (Items 0237 through 0239), Exhibit E (Item
0240), and Exhibit N (Item 0241).
<PAGE>
M67854-94-C-2014
REQUIRED DELIVERY SCHEDULE
--------------------------
<TABLE>
<CAPTION>
OPTION QTY UNITS PER MONTH
ITEM NO.
<C> <S> <C>
0300 TBD 6 units per month commencing after
completion of CLIN 0200.
0301 TBD 6 units per month commencing after
completion of CLIN 0201.
0302 TBD 24 units per month commencing after
completion of CLIN 0202.
0303 TBD 14 units per month commencing after
completion of CLIN 0203.
0304, 0305, TBD 6 units per month commencing after last
0306, 0307, delivery of same item in previous year.
0308, 0309,
0310, 0311,
0312, 0313,
0314, 0315,
0316, 0317,
0318, 0319,
0320
0321, 0322, TBD TBD
0323 and
0324
0325 TBD 3 units per quarter commencing after
completion of CLIN 0225.
0326-0327 TBD TBD
0328-0329 TBD 6 units per month commencing after
completion of CLIN 0200.
0330 TBD TBD
</TABLE>
Items 0331 through 0341 - The data called for hereunder shall be
-----------------------
delivered in accordance with Exhibit A (Option Items 0331 and 0332), Exhibit B
(Items 0333 through 0336), Exhibit C (Items 0337 through 0339), Exhibit E (Item
0340), and Exhibit N (Item 0341).
<PAGE>
M67854-94-C-2014
REQUIRED DELIVERY SCHEDULE
--------------------------
<TABLE>
<CAPTION>
OPTION QTY UNITS PER MONTH
ITEM NO.
<C> <S> <C>
0400 TBD 6 units per month commencing after
completion of CLIN 0300.
0401 TBD 6 units per month commencing after
completion of CLIN 0301.
0403 TBD 24 units per month commencing after
completion of CLIN 0302.
0403 TBD 14 units per month commencing after
completion of CLIN 0303.
0404, 0405, TBD 6 units per month commencing after last
0406, 0407, delivery of same item in previous year.
0408, 0409,
0410, 0411,
0412, 0413,
0414, 0415,
0416, 0417,
0418, 0419,
0420
0421, 0422, TBD TBD
0423 and
0424
0425 TBD 3 units per quarter commencing after
completion of CLIN 0325.
0426-0427 TBD TBD
0428-0429 TBD 6 units per month commencing after
completion of CLIN 0300.
0430 TBD TBD
</TABLE>
Items 0431 through 0441 - The data called for hereunder shall be
-----------------------
delivered in accordance with Exhibit A (Option Items 0431 and 0432), Exhibit B
(Items 0433 through 0436), Exhibit C (Items 0437 through 0439), Exhibit E (Item
0440), and Exhibit N (Item 0441).
<PAGE>
M67854-94-C-2014
1. Option CLIN 0400 through 0427 shall be delivered at a rate of no less than
the rate established for CLINs 0100-0300. However, a delivery schedule shall be
established which requires delivery of all contract items to be completed no
later than 30 September 2001.
A delivery schedule shall be established when option CLIN 0400 is
exercised. The contractor may deliver early only if it receives written
----
authorization from the PCO. The contractor may ship in place only if it
----
receives written authorization from the PCO and provided that it will be at no
cost to the Government. P00002
2. First quarter commences on 1 October of each year and runs for three (3)
months. There are four (4) quarters in each year.
3. Places of Performance for CLINs 0023, 0121, 0221, 0321 and 0421 are as
follows:
ADDRESS
Traffic Management Office
Eastern Regional Recruiting
Parris Island, S.C. 29905-5000
M/F OIC TAVSC
Traffic Management Office
Western Regional Recruiting
San Diego, Ca 92140-5000
M/F TAVSC
Traffic Management Office
MCCDC
MCB, Quantico, Va 22134-5000
M/F OIC TAVSC
Traffic Management Office
Marine Corps Base
Camp Pendleton, Ca 92055
M/F OIC TAVSC
Traffic Management Office
Marine Corps Base
Camp Lejeune, NC 28542
M/F OIC TAVSC
<PAGE>
M67854-94-C-2014
Traffic Management Office
Marine Corps Base
Camp S.D. Butler
FPO AP 98773-5000
M/F OIC TAVSC
Traffic Management Office
Marine Corps Air Ground Combat Ctr
MCB, 29 Palms, CA 93211-5000
M/F OIC TAVSC
Traffic Management Office
Marine Corps Air Station
Kanehoe Bay, Hi 96607
M/F OIC TAVSC
Traffic Management Office
Marine Corps Air Station
Cherry Point, NC 28533-5000
M/F OIC TAVSC
Traffic Management Office
Marine Corps Air Station
Yuma, Az 85369-5001
M/F OIC TAVSC
Traffic Management Office
Marine Corps Air Station
El Toro (Santa Ana), Ca 92709-5010
M/F OIC TAVSC
Traffic Management Office
Marine Corps Air Station
Iwakuni, Japan
FPO AP 98764
M/F OIC TAVSC
Traffic Management Office
Marine Corps Air Station
Beaufort, SC 29905
M/F OIC TAVSC
Traffic Management Office
MCAS, New River
Jacksonville, NC 28545
M/F OIC TAVSC
<PAGE>
M67854-94-C-2014
Marine Corps Security Forces
Norfolk, Va
Marine Security Guard Battalion
MCCDC
Quantico, Va 22134
<PAGE>
M67854-94-C-2014
SECTION G - CONTRACT ADMINISTRATION
- -----------------------------------
G-1 PURCHASING OFFICE POINT OF CONTACT - The Purchasing Office Point of Contact
- --------------------------------------
for this procurement is:
Commander, MARCORSYSCOM
Attn: Terence J. McGinn
Contracting Office (CTQ-3TM)
Quantico, VA 22134-5080
(703) 640-5822, EXT.
255, FAX 5826
G-2 SUBMISSION OF INVOICES
- --------------------------
(a) Contractor's invoices shall be submitted in quadrupli cate to the
paying office designated on page 1 of the contract and annotated with the name
and code identification of the Project Officer, SST. One copy of each invoice
shall be provided to the PCO and one copy to the Project Office.
(b) A separate invoice is required for each activity designated to
receive the supplies or services. Invoices shall contain the contract number,
order number (if any), contract line item number, subline item number (if any),
description of the supplies or services, quantity, unit price (if any), extended
total, and (--accounting classification reference number (ACRN).)
(c) Upon inspection and acceptance of materials, the contractor shall
distribute the Material Inspection and Receiving Report (DD250) in accordance
with DFARS Appendix F, Part 4.
(d) Upon receipt of evidence of acceptance (e.g. a signed copy of the
DD Form 250, acknowledgement of receipt of a letter of Transmittal, etc.)
payment can be made by the designated paying office.
(e) For inquiries on invoices payments contact MARCORSYSCOM Project
Officer as follows:
Project Officer,
Major Jerome McGovern
Phone number (703) 640-2886 EXT. 251
<PAGE>
M67854-94-C-2014
G-3 ACCOUNTING AND APPROPRIATION DATA
- -------------------------------------
AA 1731109 6445 031 00701 0 000027 2D 000000 644530036135 $11,213,637.00
Document Number M9545094RC36135
AB 9720350 1801 18-1098 P2290.0000 31EA (APC EL49) S49092 $4,904,773.00
MIPR (DD Form 448) Number W74VAE-2-49-0002
AC 9720350 1005 031 00701 0 000027 2D 000000 10050002R008 $1,053,650.00
Doc. No. M9545094RC2R008
AD 1741109 6445 031 00701 0 000027 2D 000000 644530046092 $4,628,565.00
Doc. No. M9545094RC46092
FYI
AA - USMC Funds
AB - Army National Guard Funds
AC - USMC Reserves Funds
AD - USMC Funds
For in-land transportation, i.e. CONUS:
1751109.6992 022 00703/0 000027 2D 00L604 699230056001
For ocean/terminal transportation, i.e. OCONUS:
1751109.6992 022 00703/0 000027 2D 00L604 699230056003
AB 9720350 1801 18-1050 P2290.0000 31EA (APCEL49) S44205 $50,000.00
MIPR (DD Form 448) W74VAE-2-49-0002
AD 1741109 6445 031 00701 0 000027 2D 000000 644530046092
- increase $19,794.00.
<PAGE>
M67854-94-C-2014
4. As a result of paragraphs 1 and 3 above, the following funds are hereby
added in Section G-3 ACCOUNTING AND APPROPRIATION DATA
-------------------------------------
AD 1741109 6445 031 00701 0 000027 2D 000000 644530046092 $743,423.00
Doc. No. M9545094RC46092, Am. 1 (USMC)
AF 2152035 56S 6S01 P53702062 3110 S18001 8548550205 850000 352 $618,462.00
MIPR No. 95MP441, Am.1 (STRICOM)
AG 9740350 1005 031 00701 0 000027 2D 000000 10050004R009 $4,414,944.00
Doc. No. M9545095RC4R009 (USMCR)
5. As a result of this modification, the total contract price is increased
from $22,000,563,00 by $5,776,829.00 to a new total contract price of
$27,777,392.00.
6. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
<PAGE>
M67854-94-C-2014
Modification P00002
11. SUMMARY OF OBLIGATED FUNDS As a result of paragraph 1 of this
--------------------------
modification, the total contract price is increased from $21,979,091.00 by
$1,678.00 to a new total contract amount of $21,980,769.00. The following is
provide FOR INFORMATION ONLY to show the total amount obligated to date on each
funding document.
<TABLE>
<CAPTION>
ACRN Obligated as Obligated Total
of this obligated to
Previous Mod. Modification, date
P00001 P00002
<S> <C> <C> <C>
AA $11,300,747.00 $ 0 $11,300,747.00
AB $ 4,996,129.00 $ 0 $ 4,996,129.00
AC $ 1,053,650.00 $ 0 $ 1,053,650.00
AD $ 4,628,565.00 $1,678.00 $ 4,630,243.00
TOTAL $21,979,091.00 $1,678.00 $21,980,769.00
=======================================================
</TABLE>
12. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
<PAGE>
M67854-94-C-2014
SECTION H - SPECIAL CONTRACT REQUIREMENTS
- -----------------------------------------
H-1 STEP-LADDER PRICES When options are exercised, the quantity ordered at
- -----------------------
that time shall determine the unit price for those units based on the price for
the applicable step-ladder range.
Options may be exercised multiple times within one fiscal year, but the unit
price shall be determined for the individual quantity exercised for that
particular quantity at the time the option is exercised and is independent of
quantities exercised at other times. The cumulative total quantity exercised in
one fiscal year shall not exceed the maximum quantity of the highest step-ladder
quantity range for that year.
The following is provided as an example:
1-100 $100
----
101-200 $ 95
201-300 $ 90
301-400 $ 85
401-500 $ 80
501-600 $ 75
601-700 $ 70
701-800 $ 65
-If 325 are ordered, they cost $85 each.
-If a month later, 425 are ordered, they cost $80 each.
-Since a quantity of 800 is the maximum allowable, all remaining units
ordered (not to exceed 50 more units) will be within the first step-ladder, or
$100 each.
H-2 CONTRACTOR NOTICE REGARDING LATE DELIVERY - In the event the contractor for
- ----------------------------------------------
any reason anticipates or encounters difficulty in complying with the contract
delivery schedule or date, or in meeting any of the other requirements of the
contract; he shall immediately notify the contracting Officer in writing.
Notice shall be via the cognizant contract Administration Office, if assigned,
and give all pertinent details. This data shall be informational only in
character and its receipt by the Government shall not be construed as a waiver
by the Government of (i) any delivery schedule of date, (ii) compliance with any
other contract requirement by the Contractor, or (iii) any other rights or
remedies provided to the Government by law or under this contract.
H-3 CONSTRUCTIVE CHANGE ORDERS - No understanding or agreement,
- -------------------------------
<PAGE>
M67854-94-C-2014
contract modification, change order or other matter deviating from or
constituting an alteration or change of the terms of the contract will be
effective or binding upon the Government unless formalized by contractual
documents executed by the Contracting Officer or his duly authorized
representative.
H-4 PROFIT REDUCTION FOR ILLEGAL OR IMPROPER ACTIVITY
- ------------------------------------------------------
(a) The government, at its election, may reduce the contract price by the
amount of any anticipated profit determined as set forth in paragraph (b) below;
if
(1) a person or business entity is convicted for violating 18 U.S.C. 201-224
(bribery, graft, and conflicts or interest), 18 U.S.C. 371 (conspiracy), 18
U.S.C. 641 (theft of public money, property or records), 18 U.S.C. 1001 (false
statements), 18 U.S.C. 1341 (fraud), 18 U.S.C. 1343 (fraud by wire) for any
act in connection with or related to the obtaining of this contract; or
(2) the Secretary of Defense, or his designee, determines that the Competitive
Information Certificate submitted by the Offeror in connection with award of
this contract
(A) was materially false at the time it was filed, or
(B) notwithstanding the Offeror's best knowledge and belief, was
materially incomplete or inaccurate.
Prior to making such a determination, the Secretary or his designee, shall
provide to the contractor a written statement of the action being considered and
the basis therefor. The contractor shall have not less than 30 calendar days
after receipt to submit in person, in writing, or through a representative,
information and argument in opposition to the proposed reduction. The Secretary
or his designee may, upon good cause shown, determine to reduce the contract
price by less than the amount of any profit determined under paragraph (b)
below.
(b) The amount of anticipated profits referred to in paragraph (a) above shall
be in the case of a firm-fixed-price contract, the amount of anticipated profit
determined by the contracting officer, after notice to the contractor and
opportunity to comment, from records or documents in existence prior to the date
of the award of the contract.
(c) The rights and remedies of the government provided in this clause shall not
be exclusive and are in addition to any other rights and remedies provided by
law or under this contract.
<PAGE>
M67854-94-C-2014
H-5 POST AWARD ORIENTATION
- ---------------------------
Should the Contracting Officer determine that a Post Award Orientation is
necessary, the offeror selected for award as a result of this solicitation shall
participate in a Post Award Orientation as provided by FAR 42.5, at no
additional cost to the Government. The Post Award Orientation, if necessary,
shall be held at the Contractor's facility.
H-6 NATIONAL STOCK NUMBERS
- ---------------------------
Whenever the term Federal Item Identification number and its acronym FIIN or the
term Federal Stock Number and its acronym FSN appear in the contract, order or
their cited specifications and standards, the term and acronyms shall be
interpreted as National Item Identification Number (NIIN) and National Stock
Number (NSN) respectively which shall be defined as follows:
(a) National Item Identification Number (NIIN). The number assigned to each
------------------------------------------
approved Item Identification under the Federal Cataloging Program. It consists
of nine numeric characters, the first two of which are the National Codification
Bureau (NCB) Code. The remaining positions consists of a seven digit non-
significant number.
(b) National Stock Number (NSN). The National Stock Number (NSN) for an item
---------------------------
of supply consists of the applicable four position Federal Supply Class (FSC)
plus the applicable nine position National Item Identification Number (NIIN)
assigned to the item of supply.
H-7 ASSIGNMENT AND USE OF STOCK NUMBERS
- ----------------------------------------
To the extent that National Stock Numbers (NSN's) or preliminary NSN's are
assigned by the Government for the identification of parts, pieces, items,
subassemblies or assemblies to be furnished under this contact, the Contractor
shall use such NSN's or preliminary NSN's in the preparation of provisioning
lists, package labels, packing lists, shipping containers and shipping documents
as required by applicable specifications, standards or Data Item Descriptions
(DID's) of the contract or as required by orders for spare and repair parts.
The cognizant Government contract administration office shall be responsible to
convey to the Contractor such NSN's or preliminary NSN's which may be assigned
and which are not already in possession of the Contractor. 18 U.S.C. NSN's are
not required to appear on any equipment, parts or components (including spare
and repair parts) to be furnished under this contract.
<PAGE>
M67854-94-C-2014
H-8 IDENTIFICATION MARKING OF PARTS
- ------------------------------------
Identification marking of individual parts within the system, equipment,
assemblies, subassemblies, components, groups, sets or kits, and of spare and
repair parts shall be done in accordance with applicable specifications and
drawings. To the extent identification marking of such parts is not specified
in applicable specification or drawings, such marking shall be accomplished in
accordance with the following:
a. Parts not manufactured to Government specifications shall be marked in
accordance with generally accepted commercial practice. Commercial marking
shall include part numbers and manufacturers' identification numbers as a
minimum.
b. Parts manufactured to Government specifications shall be marked as follows:
(i) Electrical parts - that is, all parts in electrical equipments and
electrical parts when used in equipments which are not electrical in
nature (e.g., electric controls and motors in hydraulic systems) - shall
be identified and marked in accordance with MIL-STD-1285, or, where MIL-
STD-1285 does not cover such a part, in accordance with MIL-STD-130.
(ii) Electronic parts - that is, all parts in electronic equipments and
electronics parts when used in equipments which are not electronic in
nature (e.g., electronic fuel controls in some engines) - shall be
identified and marked in accordance with Requirement 67 of MIL-STD-454.
(iii) Parts other than electrical or electronic parts (as described above) shall
be identified and marked in accordance with MIL-STD-130.
In cases where parts are so small as not to permit identification marking as
provided above, such parts shall be appropriately coded so as to be readily
identifiable.
H-9 DOCUMENTATION OF REQUESTS FOR EQUITABLE ADJUSTMENT
- -------------------------------------------------------
(a) For the purpose of this clause, the term "change" includes not only a
change that is made pursuant to a written order that is designated as a
"change order", but also (i) an engineering change proposed by the
Contractor under the Special Provisions clause entitled "CONFIGURATION
CONTROL" and (ii) any act or omission to act on the part of the Government
in respect of which a request is made for equitable adjustment.
<PAGE>
M67854-94-C-2014
(b) Whenever the Contractor requests or proposes an equitable adjustment of
$100,000 or more in respect of a change made pursuant to a written order
designated as a "change order" or in respect of a proposed engineering
change and whenever the Contractor requests an equitable adjustment in any
amount in respect of any other act or omission to act on the part of the
Government, the proposal supporting such request shall contain the
following information for each individual item or element of the request:
(1) A description (i) of the work required by the contract before the change,
which has been deleted by the change, and (ii) of the work deleted by the
change which already has been completed. The description is to include a
list of components, equipments, and other identifiable property involved.
Also, the status of manufacture, procurement, or installation of such
property is to be indicated. Separate description is to be furnished for
design and production work. Items of raw material, purchase parts,
components, and other identifiable hardware, which are made excess by the
change and which are not to be retained by the Contractor, are to be listed
for later disposition.
(2) Description of work necessary to undo work already completed which has been
deleted by the change.
(3) Description of work not required by the terms hereof before the change,
which is substituted or added by the change. A list of components and
equipment (not bulk materials or items) involved, should be included.
Separate descriptions are to be furnished for design work and production
work.
(4) Description of interferences and inefficiencies in performing the change.
(5) Description of disruption attributable solely to the change, which
description shall include the following information:
(A) Description of each element of disruption and exactly how work has
been, or will be, disrupted.
H-10 APPROVAL BY THE GOVERNMENT
- --------------------------------
Approval by the Government as required under this contract and applicable
specifications shall not relieve the Contractor of its obligation to comply with
the specifications and which all other requirements of the contract, nor shall
it impose upon the Government any liability it would not have had in the absence
of such approval.
<PAGE>
M67854-94-C-2014
H-11 REPRODUCTION OF TECHNICAL DATA
- ------------------------------------
Whenever the Government shall so require, the Contractor shall at the cost of
reproduction, furnish to whomsoever may be designated by the Government, copies
of all technical data that is delivered under the Contract Data Requirements
List, DD Form 1423, to this contract. The furnishing of such data shall not,
either expressly or implied, constitute any guaranty or warranty by the
Contractor other than that they are correct copies of such data.
H-12 BILLING CLAUSE
- --------------------
Invoices (not requests for Progress Payments) submitted by the Contractor must
identify the specific accounting classification cited in this contract. The
Contractor shall submit vouchers for payment to the paying office by Contract
Line Item Number (CLIN), Sub-Line Item number (SLIN), and ACRN Level as
identified on the Financial Accounting Data Sheet, (NAVMAT) Form 7300/10 (7-75)
attached to this contract. Vouchers submitted to the paying office that do not
identify billing amounts by the ACRN Level will be returned to the Contractor
for proper identification.
H-13 DELIVERY OPTIONS
- ----------------------
The Government reserves the right to advance or delay the scheduled delivery of
an item at no cost to the Government provided that:
On delay of the delivery date, the contractor will receive written notice from
the Government Contracting Officer 30 days prior to the scheduled delivery date.
However, if the delay exceeds 120 days the parties shall negotiate an equitable
adjustment for such delay.
Whenever the delivery date is advance, the Contractor will receive written
notice from the Government Contracting Officer at least 30 days prior to the
advanced delivery data. Any advanced delivery date shall be mutually agreed to
by the Contractor and the Government.
H-14 Order of Precedence
- -------------------------
Any inconsistency in this contract shall be resolved by giving
precedence in the following order: (a) the Schedule (excluding the
specifications); (b) representations and other instructions; (c) contract
clauses; (d) other documents, exhibits and attachments; and (e) the
specifications.
<PAGE>
M67854-94-C-2014
H-15 Most Favored Customer Assurance
- -------------------------------------
The contractor agrees that the prices for the supplies of services
furnished under this contract are as low or lower than those charged the
supplier's most favored customer for comparable quantities under similar terms
and conditions, in addition to any discounts for prompt payment.
H-16 Discounts Limitations
- ---------------------------
It is understood and agreed that for the purpose of payments under
this contract/solicitation an offer/bid of prompt payment discount in excess of
two percent shall be considered as a trade or special discount which shall be
available to the Government as invoices are actually paid within the designated
period. Bidders/Offerors who desire to do so may quote customary terms of
discounts not in excess of two percent for proper payment in addition to any
trade or special discount available to the Government provided such discounts
are stated separately in their bids/offers. Unless such trade or special
discounts are separately stated the bidder/offeror agrees that when the discount
offered exceeds two percent the entire discount will be considered as a trade or
special discount and will not be treated as a discount for prompt payment.
H-17 ORDERING - PROVISIONED ITEMS (Applicable to Item(s) 0017, 0018, 0019,
- ----------------------------------
0020, AN OPTION ITEMS 0127, 0227, 0327, and 0427)
(a) Contract Modification - Provisioned Items and Other Requirements
----------------------------------------------------------------
to be Furnished When Ordered by the Government. The contractor shall furnish
- -----------------------------------------------
supplies or other requirements under Item(s) set forth in this clause when a
contract modification is issued by the Government in accordance with the
procedures specified herein. The Government shall not be liable for any
expenses incurred by the contractor under any Item set forth herein until a
contract modification is issued by the Government.
(b) Contractor Qualifying Proposal - Requirements being Ordered. When
------------------------------------------------------------
required by the Procuring Contracting Officer (PCO), the contractor shall submit
a qualifying proposal for the requirements the Government contemplates ordering
hereunder. Such proposal shall be supported by cost and pricing data as
prescribed in FAR 15.804-2 and DOD FAR supplement 215.804-2 unless such
requirement has been waived for the contract pursuant to FAR 15.804-3, DOD FAR
Supplement 215.804-3 and NAPS 15.804-3. Certification of the cost or pricing
data shall be made upon agreement on price.
<PAGE>
M67854-94-C-2014
(c) Ordering Period and Terminal Date for Delivery or Performance. Contact
--------------------------------------------------------------
modifications for supplies or other requirements may be issued during the period
covered by this contract at any time prior to the delivery date of the last
article under the applicable Item called for in Section B hereof for which the
supplies or other requirements are being procured. Contract modifications
issued in accordance with this clause shall provide that deliveries or
performance shall be completed not later than fourteen (14) months after
delivery of the last article under the applicable Item called for in Section B
hereof for which the supplies or other requirements are being procured.
(d) Ordering. For the purpose of this contract, the PCO is the ordering
---------
activity. The PCO will issue contract modifications for supplies or other
requirements to be furnished by the contractor in accordance with requirements
specified by cognizant provisioning or requiring activity designated in
paragraph (q) below. Each contract modification issued in accordance with
paragraph (e) or (f) below shall -
(i) be prepared on Standard Form 30 (Amendment of
Solicitation/Modification of Contract);
(ii) be numbered as a modification to this contract in accordance
with DOD FAR Supplement 204.7004-3;
(iii) state that the contract modification is issued in accordance
with this clause;
(iv) identify the Item number set forth in Section B of the Schedule
under which the supplies or other requirements are being procured (new contract
line item number(s) shall not be assigned in any contract modification issued by
the PCO;
(v) set forth in full detail the supplies or other requirements and
the quantities being procured (deliverable requirements shall be set forth in a
contract exhibit (see paragraph (m) below));
(vi) include as an Exhibit, DD Form 1423, Contract Data Requirements
List, using the exhibit identifier designated in Section B for the Item number,
whenever data is ordered under contract line item number which does not refer to
a contract exhibit attached to the contract;
(vii) set forth packing and marking requirements for supplies being
procured (see FAR 10.004 (e) and 47.305-10 and DOD FAR Supplement 247.305-10);
<PAGE>
M67854-94-C-2014
(viii) set forth consignment instructions for supplies being procured
to the extent they are known at the time the contract modification is issued
(see FAR 47.305-10 and DOD FAR Supplement 247.305-10);
(ix) set forth the negotiated delivery or performance dates;
(x) identify those items, if any, subject to the "Limitation of
Liability - Major Items" clause, if included in this contract;
(xi) obligate funds to cover priced orders issued under paragraph
(e) below or ceiling priced orders under paragraph (f) below;
(xii) set forth the applicable accounting and appropriation data; and
(xiii) be given the same distribution as this Contract, except that
distribution of voluminous contract exhibits shall be limited to: (1) the
contractor, (2) the contract administration office, (3) the cognizant
provisioning or requiring activity, (4) the paying office, and (5) the
accounting office.
NOTE: When synopsis in the Commerce Business Daily is required under FAR
5.201, the PCO shall comply with FAR 5.203 and DOD FAR Supplement 205.002 before
commencing negotiations or issuing a contract modification of $10,000 and above.
When synopsis in the Commerce Business Daily is required under FAR 5.3 for
awards exceeding $25,000, the PCO shall comply with FAR 5.302 and DOD FAR
Supplement 205.302.
(e) Issuance of Contract Modifications Covering Priced Orders. For
----------------------------------------------------------
each order placed pursuant to this clause, the PCO will prepare a supplemental
agreement to this contract in the form of a priced order when supplies or other
requirements are to be furnished by the contractor unless otherwise provided for
under paragraph (f) below. The supplies or other requirements being procured
shall be clearly defined in the supplemental agreement. Such supplemental
agreement shall be priced and otherwise definitive at the time of issuance and
shall be signed by the contractor and the P.O.C.;
(f) Issuance of Contract Modifications Covering Ceiling Priced Orders.
-----------------------------------------------------------------
In those cases where it is not possible to price supplies or other requirements
in accordance with paragraph (e) above due to urgency such as readiness impact,
the PCO will prepare a supplemental agreement t this contract in the form of a
ceiling priced order. A ceiling priced order shall not be used to obtain
contractor support services. Each ceiling priced order shall clearly define the
not-to-exceed ceiling price. The
<PAGE>
M67854-94-C-2014
ceiling price set forth in any ceiling priced order shall not be used as a
billing price for delivering items. Each ceiling priced order shall provide for
total performance of the order for the specified ceiling price and such ceiling
price shall bear a reasonable relationship to the work to be performed. A
milestone schedule which culminates in a mutually agreed date upon which
complete definitization will occur shall be included in each ceiling priced
order. The milestone established in the ceiling priced order concerned shall be
within the period set forth in paragraph (h) below. Except for ceiling priced
orders issued against contract line items for initial spares identified in
Section B, the firm price of each ceiling priced order shall be established
within one hundred eighty (180) days after the issuance of the ceiling priced
order, or the date on which the funds expended by the Government equal fifty
percent (50%) of the ceiling price, whichever occurs earlier. The
definitization schedule may be extended, but not exceed one hundred eighty days
after submission of the contractors qualifying proposal. The firm price of each
ceiling priced order for initial spares shall be established at most within one
hundred eighty (180) days after the issuance of the ceiling priced order. If
agreement on a definitive supplement agreement to establish the firm price of
any ceiling priced order is not reached within the period specified above, the
PCO may unilaterally determine a reasonable price for the ceiling priced order
concerned in accordance with FAR 15.8 ad Part 31 subject to appeal by the
contractor as provided in the "Disputes" clause of this contract.
(i) Segregation of Costs of Ceiling Priced Orders. The contractor shall
---------------------------------------------
segregate by order all incurred costs (less allocable credits) for work
allocable to each ceiling priced order issued pursuant to paragraph (f) above.
The requirement for the contractor to segregate the costs of each ceiling priced
order shall continue until the firm price is established by a supplemental
agreement to this contract.
(j) Progress Payments - Withholding or Suspension - Ceiling Priced
--------------------------------------------------------------
Orders. Submission by the contractor of a qualifying proposal for each ceiling
- -------
priced order issued hereunder is a material requirement of this contract in
order that complete definitization will occur within the period specified in
paragraph (h) above. Therefore, if the contractor fails to submit a qualifying
proposal for any ceiling priced order, progress payments may be reduced or
suspended for the order concerned as provided in paragraph (c)(1) of the
Progress Payments clause of this contract unless failure of the contractor is
due to causes beyond its control and without fault or negligence. The PCO will
notify the contractor, in writing, as to any reduction or suspension of progress
payments pursuant to FAR 32.503-6.
<PAGE>
M67854-94-C-2014
(k) Expenditure Limitation for Ceiling Priced Orders. [This paragraph
-------------------------------------------------
(k) shall not apply to ceiling priced orders issued against contract line items
for initial spares identified in Section B or orders under $25,000). Pending
the establishment of firm prices, progress payments, as well as total
expenditures by the Government in the case of acceptance shall be fifty percent
(50%) of the ceiling price of each ceiling priced order for which the contractor
has not submitted to the PCO a qualifying proposal for definitization, or
seventy-five percent (75%) of the ceiling price of each ceiling priced order for
which a qualifying proposal has been submitted to the PCO. The contractor shall
identify in an attachment to Standard Form 1443, Contractor Request for Progress
Payment, for each ceiling priced order, the progress payment amount requested
for each ceiling priced order, and shall state the maximum expenditure
limitation specified by this paragraph (k) for the ceiling priced order. In the
event of acceptance, the Government shall identify any expenditure limitations
specified in this paragraph (k).
(l) Qualifying Proposals for Priced Orders and Ceiling Priced Orders.
-----------------------------------------------------------------
The term "qualifying proposal", as used herein, means, at a minimum, a proposal
which contains sufficient information to enable the Government to conduct
complete and meaningful audits of the information contained in the proposal and
of any other information which the Government is entitled to review in
connection with any priced order issued under paragraph (e) above, or any
ceiling priced order issued under paragraph (f) above, as determined by the PCO.
(m) Contract Exhibits Covering Priced Orders and Ceiling Priced Orders.
------------------------------------------------------------------
The contractor shall prepare a contract exhibit in accordance with DOD FAR
Supplement 204.7105 and 204.7106 covering the deliverable requirements (other
than data), being procured under a priced order issued under paragraph (e) above
or a ceiling priced order issued under paragraph (f) above. Each contract
exhibit shall use the appropriate exhibit identifier assigned in Section B of
the Schedule for the contract line item number under which deliverable
requirements (other than data) are being procured. Each contract exhibit shall
apply only to the contract line item number designated in Section B (or shall
apply to one alpha suffix subline item number only if established within the
designated contract line item number (or the applicable alpha suffix subline
item number, if established) and the applicable exhibit identifier shall be
cited on each contract exhibit. If all available exhibit line item numbers are
used within each exhibit (identifier) assigned in Section B for the particular
contract line item number(s), the contractor shall notify the PCO, in writing,
and request that additional exhibit identifier(s) be assigned for the contract
line item number(s) concerned. Any additional exhibit identifier(s) assigned
for any contract line item number will be set forth in a unilateral
<PAGE>
M67854-94-C-2014
modification to this contract signed by the PCO. This paragraph (m) does not
apply to any contract line item number set forth in Section B which calls for
data.
(n) Modifications to Priced Orders or Ceiling Priced Orders.
--------------------------------------------------------
Modifications to priced orders or to ceiling priced orders issued hereunder
shall be effected in accordance with the procedures for issuing contract
modifications specified in this clause. Modifications to ceiling priced orders
issued pursuant to paragraph (f) above shall not include additional requirements
or quantities. Any claim for charges resulting from a decrease in the supplies
or other requirements ordered in any priced order or in any ceiling priced order
shall be processed in accordance with the termination procedures of this
contract. Items of supplies or other requirements set forth in modifications to
priced orders and contract exhibits attached thereto shall be numbered in
accordance with the application procedure set forth in DOD FAR Supplement
204.7107, except that new contract line item numbers shall not be assigned in
------
contract modifications issued by the PCO. The applicable contract line item
numbers (or alpha suffix subline item numbers, if any) or exhibit line item
numbers cited in priced orders or in ceiling priced orders issued pursuant to
this clause shall be cited in appropriate modifications to such orders.
(o) Cost or Pricing Data. Whenever cost or pricing data, as defined
---------------------
in FAR 15.801, are required in accordance with FAR 15.804 and DOD FAR supplement
215.804, the contractor shall submit a signed Standard Form 1411 (SF 1411),
Contract Pricing Proposal Cover Sheet, with supporting attachments.
(p) Provisioning Document, Specification, or Description of Work. The
-------------------------------------------------------------
applicable provisioning document or specification or description of the work is
set forth below. To the extent of any inconsistency between any provisioning
document or specification referred to below and the Schedule, the Schedule shall
control.
<PAGE>
M67854-94-C-2014
(q) Provisioning or Requiring Activity. The cognizant provisioning or
-----------------------------------
requiring activity designated below will determine appropriate requirements (see
paragraph (d) above) to be set forth in priced orders issued under paragraph (e)
above or in ceiling priced orders issued pursuant to paragraph (f) above. If
the cognizant provisioning or requiring activity is a U.S. navy activity, a
signed Certificate of Urgency shall be provided to the PCO before the issuance
of any ceiling priced order for requirements specified by such activity.
Item Provisioning or Requiring Activity
---- ----------------------------------
0017,0018,0019,0020 COMMANDER
OPTION ITEMS: 0127, ATTN: CTQ-3TM
0227, 0327, 0427 MARCORSYSCOM
2033 BARNETT AVE SUITE 315
QUANTICO VA 22134-5010
<PAGE>
M67854-94-C-2014
H-18 PRICING FOR CONTRACT DATA REQUIREMENTS LIST (CDRL) ITEMS. For the CDRL
- --------------------------------------------------------------
items which are price per "each" unit, the Government shall be required to pay
only for those items which the Government accepts in accordance with the terms
and conditions contained herein. Upon acceptance, an option for "1 each" shall
be exercised for that CDRL item, a separate sub-line item shall be created for
the accepted item at the price listed in Section B, and funds for the accepted
CDRL item shall be added at that time.
For the CDRL items which are priced per "lot", the Government shall pay for the
lot after all items included under that lot have been accepted by the Government
in accordance with the terms and conditions contained herein.
<PAGE>
M67854-94-C-2014
SECTION I - CONTRACT CLAUSES FOR A FIXED PRICE SUPPLY CONTRACT
- --------------------------------------------------------------
CLAUSES INCORPORATED BY REFERENCE (JUNE 1988) FAR 52.252-2
This contract incorporates one or more clauses by reference, with the same force
and effect as if they were given in full text. Upon request, the Contracting
Officer will make their full text available.
NOTICE: The following contact clauses are hereby incorporated by reference:
I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES
<TABLE>
<CAPTION>
FAR SOURCE TITLE DATE
- ---------- ----------------------------------------------- ------
<C> <S> <C>
52.202-1 Definitions SEP 91
52.203-1 Officials Not To Benefit APR 84
52.203-3 Gratuities APR 84
52.203-5 Covenant Against Contingent Fee APR 84
52.203-6 Restrictions on Subcontractor Sales To The JUL 85
Government
52.203-7 Anti-Kickback Procedures OCT 88
52.203-10 Price or Fee Adjustment for Illegal or SEP 90
Improper Activity
52.203-12 Limitation on Payments to Influence Certain JAN 90
Federal Transactions
52.204-2 Security Requirements APR 84
52.208-1 Required Sources For Jewel Bearings and APR 84
Related Items
52.209-6 Protecting the Government's Interest when NOV 92
Subcontracting with Contractors Debarred,
Suspended, or Proposed for Debarment
52.210-5 New Material APR 84
52.210-7 Used or Reconditioned Material, Residual APR 84
Inventory, and Former Government Surplus
Property
52.212-7 Notice of Priority for National Defense Use SEP 90
52.212-8 Defense Priority and Allocation Requirements SEP 90
52.215-1 Examination of Records by Comptroller General FEB 93
52.215-2 Audit-Negotiation FEB 93
52.215-21 Changes or Additions to Make-or-Buy Program APR 84
52.215-22 Price Reduction for Defective Cost or Pricing JAN 91
Data
52.215-23 Price Reduction for Defective Cost or Pricing DEC 91
Data - Modifications
52.215-24 Subcontractor Cost or Pricing Data DEC 91
52.215-25 Subcontractor Cost or Pricing Data - DEC 91
Modifications
52.215-26 Integrity of Unit Prices - Alternate 1 APR 91
52.215-30 Facilities Capital Cost of Money SEP 87
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
M67854-94-C-2014
<C> <S> <C>
52.215-33 Order of Precedence JAN 86
52.217-1 Limitation of Price and Contractor Obligations APR 84
52.217-2 Cancellation of Items APR 84
52.217-7 Option for Increased Quantity-Separately MAR 89
Priced line Item
52.219-8 Utilization of Small Business Concerns and FEB 90
Small Disadvantaged Business Concerns
52.219-9 Small Business and Small Disadvantaged Business JAN 91
Subcontracting Plan
52.219-13 Utilization of Women Owned Small Businesses AUG 86
52.219-14 Limitations on Subcontracting JAN 91
52.219-16 Liquidated Damages-Small Business AUG 89
Subcontracting Plan
52.220-1 Preference for Labor Surplus Area Concerns APR 84
52.220-3 Utilization of Labor Surplus Area Concerns APR 84
52.220-4 Labor Surplus Area Subcontracting Program APR 84
52.222-1 Notice to the Government of Labor Disputes APR 84
52.222-3 Convict Labor APR 84
52.222-4 Contract Work Hours and Safety Standards MAR 86
Act-Overtime Compensation
52.222-20 Walsh-Healey Public Contracts Act APR 84
52.222-26 Equal Opportunity APR 84
52.222-28 Equal Opportunity Preaward Clearance of APR 84
Subcontracts
52.222-29 Notification of Visa Denial APR 84
52.222-35 Affirmative Action for Special Disabled and APR 84
Vietnam Era Veterans
52.222-36 Affirmative Action for Handicapped Workers APR 84
52.222-37 Employment Reports on Special Disabled Veterans JAN 88
and Veterans of the Vietnam Era
52.223-2 Clean Air and Water APR 84
52.223-3 Hazardous Material Identification and Material NOV 91
Safety Data
52.223-6 Drug-Free Workplace JUL 90
52.225-10 Duty Free Entry APR 84
52.226-1 Utilization of Indian Organizations and AUG 91
Indian-Owned Economic Enterprises
52.227-1 Authorization and Consent APR 84
52.227-2 Notice and Assistance Regarding Patent and APR 84
Copyright Infringement
52.227-14 Rights in Data - General JUN 87
52.229-4 Federal, State and Local Taxes JAN 91
52.229-5 Taxes-Contracts Performed in U.S. Possessions APR 94
or Puerto Rico
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
M67854-94-C-2014
<S> <C> <C>
52.232-1 Payments APR 84
52.232-8 Discounts for Prompt Payment APR 89
52.232-9 Limitation on Withholding of Payments APR 84
52.232-11 Extras APR 84
52.232-17 Interest JAN 91
52.232-23 Assignment of Claims JAN 86
52.232-25 Prompt Payment MAR 94
52.232-28 Electronic Funds Transfer Payment Methods APR 89
52.233-1 Disputes MAR 94
52.233-3 Protest After Award AUG 89
52.242-1 Notice of Intent to Disallow Costs APR 84
52.242-12 Report of Shipment (REPSHIP) DEC 89
52.243-1 Changes-Fixed Price AUG 87
52.243-7 Notification of Changes* APR 84
*Para. (b)-30 days; para. (d)-60 days
52.244-1 Subcontracts (Fixed Price Contracts) APR 91
52.244-5 Competition in Subcontracting APR 84
52.246-18 Warranty of Supplies of a Complex Nature APR 84
Alt. 1* APR 84
*Para. (b)(1) within 3 years of acceptance,
Para (c)(3) 45 days after discovery of defect,
Para (c)(3) 30 days,
Para (c)(4) 30 days, and 30 days
52.247-1 Commercial Bill of Lading Notations APR 84
52.247-63 Preference for U.S. Flag Air Carriers APR 84
52.248-1 Value Engineering MAR 89
52.249-2 Termination for Convenience of the Government APR 84
(Fixed-Price)
52.249-8 Default (Fixed Price Supply and Service) APR 84
52.249-14 Excusable Delays APR 84
II. DOD FEDERAL ACQUISITION REGULATION
SUPPLEMENT (48 CFR
CHAPTER 1) CLAUSES
FAR
- --------------
SUPPLEMENT TITLE DATE
- -------------- ------------------------------------------------ ---------
252.203-7000 Statutory Prohibition on Compensation DEC 91
to Former Department of Defense
Employees
252.203-7001 Special Prohibition on Employment APR 93
252.203-7002 Display of DOD Hotline Poster DEC 91
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
M67854-94-C-2014
<S> <C> <C>
252.204-7001 Commercial and Government Entity (CAGE) DEC 91
Code Reporting
252.205-7000 Provision of Information to Cooperative DEC 91
Agreement Holders
252.209-7000 Acquisition from Subcontractors Subject DEC 91
to On-Site Inspection Under the
Intermediate-Range Nuclear Forces (INF)
Treaty
252.209-7001 Disclosure of Ownership or Control by a APR 93
Foreign Government that Supports Terrorism
252.210-7003 Acquisition Streamlining DEC 91
252.210-7004 Alternate Preservation, Packaging and DEC 91
Packing
252.210-7005 Bill or Materials DEC 91
252.215-7000 Pricing Adjustments DEC 91
252.215-7001 Availability of Contractor Records DEC 91
252.215-7002 Cost Estimating System Requirements DEC 91
252.217-7026 Identification of Sources of Supply DEC 91
252.219-7003 Small Business and Small Disadvantaged APR 93
Business Subcontracting Plan
Material Safety Data
252.223-7001 Hazard Warning Labels DEC 91
252.223-7004 Drug-Free Work Force SEP 88
252.225-7000 Buy American Act - Balance of Payments DEC 91
Program Certificate
252.225-7001 Buy American Act and Balance of Payments DEC 91
Program
252.225-7002 Qualifying Country Sources as DEC 91
Subcontractors
252.225-7003 Information for Duty Free Entry Evaluation AUG 92
252.225-7006 Buy American Act - Trade Agreements Act - DEC 91
Balance of Payments Program Certificate
252.225-7007 Trade Agreements Act DEC 91
252.225-7008 Supplies to be Accorded Duty-Free Entry DEC 91
252.225-7009 Duty Free Entry - Qualifying Country End DEC 91
Products and Supplies
252.225-7010 Duty-Free Entry - Additional Provisions DEC 91
252.225-7014 Preference for Domestic Specialty Metals DEC 91
252.225-7022 Restriction on Acquisition of DEC 91
Polyacrylonitrile (PAN) Based Carbon Fiber
252.227-7013 Rights in Technical Data and Computer OCT 88
Software
252.227-7018 Restrictive Markings on Technical Data OCT 88
252.227-7026 Deferred Delivery of Technical Data or APR 88
Computer Software
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
M67854-94-C-2014
<C> <S> <C>
FAR
- ------------
SUPPLEMENT TITLE DATE
- ------------ -------------------------------------------- ------
252.227-7027 Deferred Ordering of Technical Data or APR 88
Computer Software
252.227-7029 Identification of Technical Data APR 88
252.227-7030 Technical Data - Withholding of Payment OCT 88
252.227-7031 Data Requirements OCT 88
252.227-7036 Certification of Technical Data Conformity MAY 87
252.227-7037 Validation of Restrictive Markings on APR 88
Technical Data
252.231-7001 Penalties for Unallowable Costs APR 93
252.232-7004 DoD Progress Payment Rates DEC 91
252.233-7000 Certification of Claims and Requests for APR 93
Adjustment or Relief
252.242-7000 Postaward Conference DEC 91
252.242-7001 Certification of Indirect Cost DEC 91
252.242.7004 Material Management and Accounting System DEC 91
252.243-7000 Engineering Change Proposals* DEC 92
*Para. (a) MIL-STD-480
252.246-7001 Pricing of Contract Modifications DEC 91
252.246-7000 Material Inspection and Receiving Report DEC 91
252.246-7001 Warranty of Data DEC 91
252.247-7022 Representation of Extent of Transportation AUG 92
by Sea
252.247-7023 Transportation of Supplies by Sea DEC 91
252.247-7024 Notification of Transportation of Supplies DEC 91
by Sea
252.249-7001 Notification of Substantial Impact on DEC 91
Employment
</TABLE>
*FILL IN THE BLANK
REQUIREMENT FOR CERTIFICATE OF PROCUREMENT INTEGRITY--
- ------------------------------------------------------
MODIFICATION. (NOV 1990) FAR 52.203-9
- -------------------------------------
(a) Definitions. The definitions set forth in FAR 3.104-4 are hereby
incorporated in this clause.
(b) The Contractor agrees that it will execute the certification set forth
in paragraph (c) of this clause when requested by the Contracting Officer in
connection with the execution of any modification of this contract.
(c) Certification. As required in paragraph (b) of this clause, the
officer or employee responsible for the modification proposal shall execute the
following certification:
CERTIFICATION OF PROCUREMENT INTEGRITY - MODIFICATION (NOV 1990)
- ----------------------------------------------------------------
(1) I,_______________________________ (Name of Certifier), am the officer
or employee responsible for the preparation of this modification proposal and
hereby certify that, to the best
<PAGE>
M67854-94-C-2014
of my knowledge and belief, with the exception of any information described in
this certification, I have no information concerning a violation or possible
violation of subsection 27(a), (b), (d) or (f) of the Office of Federal
Procurement Policy Act, as
amended* (41 U.S.C. 423), (hereinafter referred to as "the Act"), as implemented
in the FAR, occurring during the conduct of this procurement (contract and
modification number).
(2) As required by subsection 27(e)(1)(B) of the Act, I further certify
that to the best of my knowledge and belief, each officer, employee, agent,
representative, and consultant of ___________________________(Name of
Offeror) who has participated personally and substantially in the preparation or
submission of this proposal has certified that he or she is familiar with, and
will comply with, the requirements of subsection 27(a) of the Act, as
implemented in the FAR, and will report immediately to me any information
concerning a violation or possible violation of subsections 27(a), (b), (d) or
(f) of the Act, as implemented in the FAR, pertaining to this procurement.
(3) Violations or possible violations: (Continue on plain bond paper if
necessary and label "Certificate of Procurement Integrity--Modification
(Continuation Sheet)", ENTER "NONE" IF NONE EXISTS)
- --------------------------------------------------------------------------------
- ------------------------------------------
(Signature of the Officer or Employee
Responsible for the Modification Proposal and date)
- --------------------------------------------------------------------------------
(Typed Name of the Officer or Employee Responsible
for the Modification Proposal)
*Subsections 27(a), (b), and (d) are effective on December 1, 1990. Subsection
27(f) is effective on June 1, 1991.
THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY OF THE
UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT CERTIFICATION
MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER TITLE 13, UNITED STATES CODE,
SECTION 1001.
(End of certification)
(d) In making the certification in paragraph (2) of the
<PAGE>
M67854-94-C-2014
certificate, the officer or employee of the competing Contractor responsible for
the offer or bid, may rely upon a one-time certification to the competing
Contractor, supplemented by periodic training. These certifications shall be
obtained at the earliest possible date after an individual required to certify
begins employment or association with the contractor. If a contractor decides
to rely on a certification executed prior to the suspension of section 27 (i.e.,
prior to December 1, 1989), the Contractor shall ensure that an individual who
has so certified is notified that section 27 has been reinstated. These
certifications shall be maintained by the Contractor for a period of 6 years
from the date of certifying employee's employment with the company ends or, for
an agency, representative, or consultant, 6 years from the date such individual
ceases to act on behalf of the contractor.
(e) The certification required by paragraph (c) of this clause is a
material representation of fact upon which reliance will be placed in execution
this modification.
(End of clause)
<PAGE>
M67854-94-C-2014
SECTION J - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS
- -------------------------------------------------------------
Attachment 1: Statement of Work
Attachment 2: Purchase Description (Specification)
Attachment 3: Contract Data Requirement Lists (DD Form 1423)
Addresses Distribution List
Exhibit A: Sequence Numbers A001 and A002
Exhibit B: Sequence Numbers B001, B002, BOO3, B004 and B005, B006
Exhibit C: Sequence Numbers C001, C002, C003, C004 and C005
Exhibit D: Sequence Numbers D001
Exhibit E: Sequence Numbers E001
Exhibit F: Sequence Numbers F001 and F002
Exhibit G: Sequence Numbers G001
Exhibit H: Sequence Numbers H001
Exhibit I: Sequence Numbers I001
Exhibit J: Sequence Numbers J001
Exhibit K: Sequence Numbers K001
Exhibit L: Sequence Numbers L001
Exhibit M: Sequence Numbers M001
Exhibit N: Sequence Numbers N001
J-1
<PAGE>
MARINE CORPS SYSTEMS COMMAND
PROGRAM MANAGER FOR TRAINING SYSTEMS
STATEMENT OF WORK
FOR
INDOOR SIMULATED MARKMANSHIP TRAINING SYSTEM (ISMT)
AND INFANTRY SQUAD TRAINER (IST)
PREPARED BY:/s/ J.P. McGovern
-----------------
Maj J.P. MCGOVERN
Project Officer
Code SST
ATTACHMENT (1)
<PAGE>
TABLE OF CONTENTS
PARAGRAPH TITLE PAGE
- --------- ---- ----
1. Scope........................................ 1
1.1 Background................................... 1
1.2 Definition................................... 1
2. Applicable Documents......................... 1
2.1 Government Documents......................... 1
2.2 Military Specifications...................... 1
2.3 Military Standards........................... 2
2.4 Other Military Documents..................... 3
2.5 Other Publications........................... 3
3. Requirements................................. 4
3.1 System Components............................ 4
3.1.1. ISMT......................................... 4
3.1.2. IST.......................................... 4
3.1.3 Scenarios.................................... 4
3.1.3.1 Reproduction Video........................... 4
3.1.3.2 New Video.................................... 4
3.2 Configuration Management (CM) Program........ 4
3.2.1 Configuration Management Technical Reviews. 4
3.2.2 Configuration Identification................. 4
3.2.3 Configuration Control........................ 5
3.2.3.1 Requirements for Engineering Changes......... 5
3.2.3.2 Administrative Requirements.................. 5
3.3.3.3 Class I Engineering Change Proposals......... 5
3.2.3.4 Class II Engineering Changes................. 5
3.2.3.5 Requirements for Requests for
Deviation (RFD).............................. 5
3.2.3.6 Requirements for Requests for Waiver (RFW)... 5
3.2.3.7 Parts Substitutions.......................... 5
3.2.3.8 Requirements for Specification Change
Notices (SCNS)............................... 5
3.2.4 Configuration Audits......................... 5
3.2.4.1 Contractor Participation and
Responsibilities for Configuration
Audits....................................... 6
3.2.4.2 Functional Configuration Audit (FCA)......... 6
3.2.4.3 Physical Configuration Audit (PCA)........... 6
3.2.5 Subcontractor Control........................ 6
3.3 Reliability Program.......................... 6
3.3.1 Reliability Engineering...................... 7
3.3.2 Reliability Predictions...................... 7
3.3.3 Failure Reporting, Analysis and
Corrective Action............................ 7
3.4 Maintainability Program...................... 8
3.4.1 Maintainability Design....................... 8
3.4.2 Maintainability Predictions.................. 8
3.4.3 Maintainability Analysis..................... 9
3.4.4 Maintainability Design Criteria.............. 9
3.5 Reliability and Maintainability Audits....... 9
3.6 Non-Developmental Items (NDI)................ 9
3.6.1 NDI Maintenance Documentation................ 10
3.7 Replacement of Parts......................... 10
<PAGE>
TABLE OF CONTENTS
PARAGRAPH TITLE PAGE
- --------- ---- ----
3.8 Electrostatic Discharge (ESD) Control
Program...................................... 11
3.9 Packaging, Handling, Storage and
Transportation............................... 11
3.9.1 Deployability................................ 11
3.10 Software/Firmware............................ 11
3.10.1 Software/Firmware Requirements............... 11
3.10.2 NDI/Commercial Software Package.............. 11
3.11 Testing and Inspection....................... 12
3.11.1 Government Operational Capabilities
Demonstration (OCD).......................... 12
3.11.2 Responsibility for Inspection................ 12
3.12 Video Training Scenarios..................... 12
3.12.1 Scenario Development......................... 12
3.12.2 Performance.................................. 13
3.12.2.1. Script....................................... 13
3.12.2.2 Storyboard................................... 13
3.12.2.3 Shot List.................................... 13
3.12.2.4 Production Plan.............................. 13
3.12.2.5 Edit Decision List........................... 13
3.12.3 Review Requirements.......................... 13
3.12.4 Filming Effort............................... 14
3.12.5 Filming Locations............................ 14
3.12.5 Government Participation..................... 14
3.13 Trainer Installation Requirements............ 14
3.14 Integrated Logistic Support.................. 14
3.14.1 Maintenance Concept.......................... 14
3.14.1.1 Levels of Maintenance........................ 15
3.14.1.2 Organizational Maintenance................... 15
3.14.1.3 Built-In-Test (BIT).......................... 15
3.14.1.4 Depot Maintenance............................ 16
3.14.1.5 Depot Support................................ 16
3.14.1.6 On-Call Engineering Services................. 18
3.14.1.7 Repair of Repairables........................ 18
3.14.2 Conferences.................................. 19
3.14.2.1 Program Reviews.............................. 18
3.14.2.2 ILS Conference............................... 19
3.14.3 Operator Training Program.................... 19
3.14.4 Technical Documentation (TD)................. 19
3.14.4.1 Commercial Manuals........................... 19
3.14.4.2 Supplementation.............................. 20
3.14.4.3 Validation................................... 20
3.14.4.4 Overpack Instructions........................ 20
3.14.4.5 Change Pages................................. 20
3.14.4.6 Copyright Material........................... 20
3.14.4.7 COTS Documentation........................... 20
3.14.4.7.1 Other Data................................... 20
3.14.4.8 Maintenance Contract Data.................... 21
3.14.4.9 Reprocurement Data........................... 21
ii
<PAGE>
TABLE OF CONTENTS
PARAGRAPH TITLE PAGE
- --------- ---- ----
3.14.4.10 Verification/Validation (V&V) of TD.......... 21
3.14.4.10.1 Validation................................... 21
3.14.4.10.2 Validation Certification..................... 21
3.14.4.10.3 Verification................................. 21
3.14.4.11 TD Conferences............................... 21
3.14.4.11.1 TD Planning Conference....................... 22
3.14.4.11.2. TD IPR....................................... 22
3.14.4.12 Proprietary Data............................. 22
3.14.5 Material Support/Provisioned Items........... 22
3.14.5.1 Prime Contractor Initial Support
Items (ISI).................................. 22
3.14.5.2 Follow-on Items.............................. 22
3.14.5.3 Prime Contractor Tools and Test
Equipment (TTE).............................. 23
3.14.5.4 Vendor ISI and TTE........................... 23
3.14.5.5 Vendor Technical Support..................... 23
3.14.6 Warranties................................... 24
3.14.7. Safety....................................... 24
3.15 Program Status............................... 24
iii
<PAGE>
MARCORSYSCOM STATEMENT OF WORK: ISMT and IST
18 February 1994
STATEMENT OF WORK
INDOOR SIMULATED MARKSMANSHIP TRAINING SYSTEM (ISMT)
AND INFANTRY SQUAD TRAINER (IST)
1. Scope. This Statement of Work (SOW) sets forth the effort required by
-----
the contractor for the design, procurement, testing and delivery of the Indoor
Simulated Marksmanship Trainer (ISMT) and the associated Infantry Squad Trainer
(IST). It includes the requirements for integrated logistic support.
1.1 BACKGROUND. The ISMT/IST is a Commercial-off-the-shelf, Non
----------
Developmental Item intended to simulate primary and sustained marksmanship
training for all Marine Corps units. The system uses an interactive video, a
computer processing unit and standard Marine Corps small arms and crew-served
weapons to provide this training in an indoor/classroom environment. The ISMT
is the basic system. It shall provide a minimum of four firing stations. The
IST shall provide a minimum of 12 firing stations.
1.2 Definition. The ISMT is a four lane individual or fire team trainer.
----------
The IST refers to a 12 lane squad trainer. Unless otherwise specified, the
terms "trainer", "training device" or "system" used within this purchase
description shall apply to both the ISMT and IST.
2. Applicable documents. The following documents of the exact issue
--------------------
listed form a part of this SOW to the extent specified herein. In the event of
conflict between referenced documents and this SOW, the requirements of this SOW
shall take precedence. Only the documents specifically referenced in this SOW
and any accompanying SOW/specification shall be contractually binding. All
second tier and below references shall be considered as guidance only unless
specifically referenced herein or in the accompanying SOW/specification.
2.1 Government documents. The following documents of the exact issue
--------------------
shown form part of this SOW to the extent specified herein. In the event of
conflict between referenced documents and the accompanying specification, which
takes first precedence, the specification shall be contractually binding. All
second tier and below references shall be considered as guidance only unless
specifically referenced herein or in the accompanying SOW.
2.2 Military specifications.
-----------------------
MIL-M-7298D -Manuals, commercial off-the-shelf.
MIL-S-19500H -General Specification for
<PAGE>
MARCORSYSCOM STATEMENT OF WORK: ISMT and IST
Semiconductor Devices.
MIL-M-38510J -General Specifications for
Microcircuits.
MIL-M-38784 -General Style and Format Requirements.
2.3 Military standards.
-------------------
MIL-STD-35E -Automated Engineering Document
Preparation System (Validated).
MIL-STD-129M -Marking for Shipment and Storage.
MIL-STD-130G -Identification Marking of U.S. Property.
MIL-STD-470B -Maintainability Program for Equipment.
Systems
MIL-STD-785B -Reliability Program for Systems and Equipment.
MIL-STD-882C -Systems Safety Program Requirements.
MIL-STD-883D -Test Methods and Procedures for Microelectronics.
MIL-STD-965A -Parts Control Program.
MIL-STD-973 -Configuration Management.
MIL-STD-1379D -Military Standard: Military Training Programs.
MIL-STD-1686A -Electrostatic Discharge Control Program for
Protection of Electrical and Electronic Parts
Assemblies, and Equipment.
MIL-STD-2073-1B -DOD Material Procedures for Development and
Application of Packaging Requirements.
MIL-STD-2073-2C -Packaging Requirement Codes.
DOD-STD-2167A -Defense System Software Development.
2
<PAGE>
MARCORSYSCOM STATEMENT OF WORK: ISMT and IST
2.4 Other Military Documents.
------------------------
MILITARY HANDBOOKS
MIL-HDBK-263A -Electrostatic Discharge Control
Handbook for Protection of
Electrical and Electronic Parts, Assemblies
and Equipment (Excluding electrically Initiated
Explosive Devices) (Metric).
MIL-HDBK-781 -Reliability Test Methods, Plans, and Environments
for Engineering Development, Qualification, and
Production.
MARINE CORPS SYSTEMS COMMAND (MARCORSYSCOM)
- Purchase Description for Indoor
Simulated Marksmanship Training System
and Infantry Squad Trainer.
(Copies of specifications, standards, drawings, and publications required
by suppliers in connection with specific procurement functions shall be obtained
from the contracting agency or as directed by the contracting officer.)
2.5 Other Publications.
------------------
DODISS - Department of Defense Index of
Specifications and Standards.
(Copies of the DODISS are available on a yearly subscription basis either
from the Government Printing Office for hard copy, or microfiche copies are
available from the Director, Navy Publications and Printing Service Office, 700
Robbins Avenue, Philadelphia, PA 19111-5093.)
FAR - Federal Acquisition Regulations.
SD-1 - Standardization Directory (FSC Class
and Area Assignments).
ASTM D 3951-91 - Standard Practice for Commercial
Packaging.
(Technical society and technical association specifications and standards
are generally available for reference from libraries. They are also distributed
among technical groups and using Federal agencies.)
3
<PAGE>
MARCORSYSCOM STATEMENT OF WORK: ISMT and IST
3. Requirements.
------------
3.1 System Components.
-----------------
3.1.1 ISMT. The contractor shall design, test, and produce the ISMT to
----
conform to all requirements of the Purchase Description (PD). The system will
consist of three major subsystems: weapons, audio/visual and the instructor
station. Each subsystem will conform to the requirements of the PD.
3.1.2 IST. The contractor shall design, test and produce the IST to
---
conform to all requirements of the PD. The IST shall be three ISMTs networked
together to perform as one system. The contractor shall provide an "adapter
kit" that will allow any three ISMTs procured as part of this contract to
perform as an IST. The IST shall train shooters using a singular scenario
projected for training at any one time.
3.1.3 Scenarios. The contractor shall provide video scenarios for the
---------
ISMT and IST. Scenarios for the ISMT shall be designed for four shooters.
Scenarios for the IST shall be designed for 12 shooters.
3.1.3.1 Reproduction Video. Using video scenarios currently owned by the
------------------
Marine Corps, the contractor shall reproduce these videos according to the
contract schedule so that they may be utilized on the proposed system.
3.1.3.2 New Video. The contractor shall develop and produce new video
---------
scenarios according to the contract schedule and when coordinated by the Marine
Corps according to the instructions detailed within this SOW.
3.2 Configuration Management (CM) Program. The contractor shall implement
-------------------------------------
a configuration management (CM) program in accordance with MIL-STD-973,
paragraph 4 and subparagraphs, except that paragraphs 4.3.2 and 4.3.3 do not
apply. The contractor shall document the CM program with a plan in accordance
with MIL-STD-973, paragraph 5.2.1 and Appendix A.
3.2.1 Configuration Management Reviews and Audits. The contractor shall
-------------------------------------------
use MIL-STD-973 as a guide in preparing for and conducting all reviews and
audits deemed necessary by the Government.
3.2.2 Configuration Identification. The contractor shall accomplish
----------------------------
configuration identification in accordance with MIL-STD-973, paragraph 5.3.1.
through 5.3.3.
4
<PAGE>
MARCORSYSCOM STATEMENT OF WORK: ISMT and IST
NOTE: Paragraph 5.3.4.2 on page 28 of MIL-STD-973 should be numbered 5.3.4.1.4.
3.2.3 Configuration Control. The contractor shall implement configuration
---------------------
control in accordance with MIL-STD-973, paragraph 5.4. through 5.4.8.4.5. and
Appendixes D and E.
3.2.3.1 Requirements for Engineering Changes. The contractor shall
------------------------------------
require the generation of an Engineering Change Proposal in accordance with MIL-
STD-973, paragraph 5.4.2.
3.2.3.2 Administrative Requirements. The contractor shall perform the
---------------------------
administrative tasks of configuration control in accordance with MIL-STD-973,
paragraph 5.4.2.2 and subparagraphs, and Appendix D.
3.2.3.3 Class I Engineering Change Proposals. The contractor shall
------------------------------------
document Class I engineering changes in accordance with MIL-STD-973, paragraph
5.4.2.3 and subparagraphs, except that paragraphs 5.4.2.3.3.1.2, and 5.4.2.3.5.1
do not apply.
3.2.3.4 Class II Engineering Changes. The contractor shall document Class
----------------------------
II engineering changes in accordance with MIL-STD-973, paragraph 5.4.2.4 and
subparagraphs and Appendix D, except that paragraphs 5.4.2.4.4 and 5.4.2.4.5 do
not apply.
3.2.3.5 Requirements for Requests for Deviation (RFD). The contractor
---------------------------------------------
shall process requests for deviation from the current approved configuration
documentation in accordance with MIL-STD-973, paragraph 5.4.3 and subparagraphs
and Appendix E.
3.2.3.6 Requirements for Requests for Waiver (RFW). The contractor shall
------------------------------------------
process requests for waiver from the current approved configuration
documentation in accordance with MIL-STD-973, paragraph 5.4.4 and subparagraphs
and Appendix E.
3.2.3.7 Parts Substitutions. The contractor shall substitute parts in
-------------------
accordance with MIL-STD-973, paragraph 5.4.5 and the Parts Control Program
requirements of this SOW.
3.2.3.8 Requirements for Specification Change Notices (SCNs). The
----------------------------------------------------
contractor shall document specification changes in accordance with MIL-STD-973,
paragraph 5.4.6 and subparagraphs, and Appendix F.
3.2.4 Configuration Audits. Configuration audits shall be conducted in
--------------------
accordance with the Configuration Audit Plan(s). A software Functional
Configuration Audit (FCA) shall not be conducted.
5
<PAGE>
MARCORSYSCOM STATEMENT OF WORK: ISMT and IST
3.2.4.1 Contractor Participation and Responsibilities for Configuration
---------------------------------------------------------------
Audits. The contractor shall participate and be responsible for supporting the
- ------
Government for configuration audits in accordance with MIL-STD-973, paragraph
5.6.1 and subparagraphs. At the completion of each audit, a Configuration Audit
Summary Report shall be provided in accordance with the CDRL requirements.
3.2.4.2 Functional Configuration Audit (FCA). An FCA shall be conducted
------------------------------------
in accordance with MIL-STD-973, paragraph 5.6.2 and subparagraphs, and the
Configuration Audit Plan. The FCA will consist of an examination of the
Government approved Trainer Test Procedures and Results Report (TTPRR) as
performed and recorded by the contractor. The examination will also include any
subcontractor tests or performance records together with a review of the entire
system level software identification(s) used to attain the test
results/performance. Satisfactory completion of the FCA shall be a prerequisite
for the Physical Configuration Audit (PCA).
3.2.4.3 Physical Configuration Audit (PCA). The PCA shall be conducted by
----------------------------------
the Government, with support form the contractor, in accordance with MIL-STD-
973, paragraph 5.6.3 and subparagraphs, and the Configuration Audit Plan. The
PCA shall be conducted following the satisfactory completion of the FCA. The
Hardware PCA shall consist of an examination of the as-built trainer against its
design documentation. Non-deliverable documents may be in contractor format and
shall be examined only to determine contractor compliance with configuration
management program requirements. The preliminary software PCA shall consist of
examination of the as-built version of the CSCIs against technical documentation
(software products specification), in order to preestablish the CSCIs' product
baseline. The final software PCA shall be the formal examination of the CSCIs
at completion of acceptance testing (Government Final Inspection), in order to
establish the system product baseline prior to signing a DD-250.
3.2.5 Subcontractor Control. The contractor shall be responsible for
---------------------
ensuring that all hardware and software/formware along with documentation
procured from subcontractors conforms to the requirements of this SOW.
3.3 Reliability Program. The contractor shall establish and maintain an
-------------------
active and effective Reliability Program in accordance with the specified MIL-
STD-785B tasks to fulfill the requirements of the contract. The contractor
shall establish a reliability organization responsible for the planning and
implementation of all reliability program activities. The contractor shall
identify a Reliability Program Manager who is
6
<PAGE>
MARCORSYSCOM STATEMENT OF WORK: ISMT and IST
given the necessary authority to effectively implement the Reliability Program.
3.3.1 Reliability Engineering. Reliability engineering shall be an
-----------------------
integral part of the trainer design process, including design changes. The
tasks required by MIL-STD-785 and the Purchase Description (PD) shall be the
working tools that integrate reliability to the design. These quantitative and
qualitative analyses shall determine where reliability sources shall be applied.
They shall be used not only to determine the basic reliability of the system but
also to identify the reliability critical areas which will need management and
technical attention to determine the improvements needed to comply with the
specified requirements. As a minimum the following tasks of MIL-STD-785 shall
be performed: 101, 102, 103, 104, 203.
3.3.2 Reliability Predictions. A reliability block diagram of the entire
-----------------------
trainer, including Non-Developmental Item (NDI) and Government-Furnished-
Equipment (GFE) shall be developed and maintained by the contractor. The lowest
level of assembly to appear in the diagram shall be the equipment level.
Allocated and predicted failure rates or mean-time-between-failures (MTBF) shall
be provided for each block. Predictions based on method 2004 of MIL-STD-765B
shall be revised as required to accommodate design changes. Failure rates shall
be obtained from MIL-HDBK-217F. Failure rates from other sources shall be
submitted to the Government for approval prior to use. Designs with predictions
less than 25 percent greater than the specified reliability shall be evaluated
for further design improvements. If the allocated reliability cannot be
attained by design alternatives, the Government shall be notified. Updated
block diagrams shall be submitted to the Government throughout the contract via
the reliability status reports.
3.3.3 Failure Reporting, Analysis and Corrective Action. The contractor
-------------------------------------------------
shall establish and maintain a closed-loop FRACAS in accordance with task 104 of
MIL-STD-785B and the requirements that follow. Failure reporting and analysis
shall be initiated by the contractor for all failures that occur throughout
development, manufacture, handling, checkout, and testing of the trainer.
Criticality of failures shall be prioritized in accordance with their individual
impact on the operational performance of the trainer. Failure analysis shall be
initiated at the piece part level of assembly and shall be of sufficient depth
as to permit the identification of failure causes and the necessary corrective
actions. All failure analysis reports generated shall be closed out within 30
days of failure occurrence or rationale shall be provided for any extensions.
The FRACAS, which shall be the responsibility of a central
7
<PAGE>
MARCORSYSCOM STATEMENT OF WORK: ISMT and IST
technical group within the contractor's corporate management of failures
exceeding the above closeout criteria and of ineffective corrective actions.
The FRACAS requirement shall be imposed to all subcontractors of trainer-unique
equipment (TUE-See definition in the parts control program requirements section
of this SOW). In instances when small subcontractors lack the facilities to
perform in-depth failure analyses, the contractor shall arrange for the use of
their facilities or those of an independent laboratory to conduct such analyses.
The implementation of the FRACAS shall be defined and described in the
reliability program plan. The contractor's existing failure reporting,
analysis, and corrective action system shall be used with changes that will make
it comply to the above requirements.
3.4 Maintainability Program. The contractor shall establish and maintain
-----------------------
an active and effective Maintainability Program in accordance with the specified
MIL-STD-470B tasks to fulfill the requirements of the contract. The contractor
shall establish a maintainability organization responsible for the planning and
implementation of all maintainability program activities.
3.4.1 Maintainability Design. Maintainability engineering shall be an
----------------------
integral part of the trainer design process, including design changes. The
tasks required by MIL-STD-470B and the PD shall provide the means by which
maintainability engineering will contribute to the design of the trainer
including its fault detection and diagnostic subsystems at organizational,
intermediate, and depot levels of application. Maintainability engineering
shall closely interface with reliability engineering, value engineering, safety,
etc. The following tasks of MIL-STD-470B shall be performed as of minimum: 101,
102, 103, 104, 203, 205, and 206.
3.4.2 Maintainability Predictions. A maintainability block diagram of the
---------------------------
entire trainer, including NDI shall be developed and maintained by the
contractor. The lowest level of assembly to appear in the diagram shall be the
equipment level. Allocated and predicted MTTR shall be provided for each block.
The maintainability predictions shall be prepared in accordance with task 203 of
MIL-STD-470 and MIL-HDBK-472, (Notice 1) procedure V, method B. Where
predictions exceed the maintainability allocation, design alternatives shall be
investigated. If the allocated maintainability cannot be attained by design
alternatives, the Government shall be notified. Updated block diagrams shall be
submitted to the Government throughout the contract via the maintainability
status reporting.
8
<PAGE>
MARCORSYSCOM STATEMENT OF WORK: ISMT and IST
3.4.3 Maintainability Analysis. The contractor shall conduct a
------------------------
maintainability analysis on the entire trainer in accordance with task 205 of
MIL-STD-470B. Primary inputs to the analysis shall be obtained from contractor
studies, engineering reports, and information provided by the Government. As a
major task of the analysis, the contractor shall determine the parameters that
are monitored by Build-In-Test (BIT), the false alarm rate for BIT, the
proportion of faults detectable, and the mix of BIT, off-line automatic test,
and manual test possible at all levels of repair. The maintainability analysis
shall be used to establish design criteria and to verify that the design
complies with the maintainability design requirements. The contractor shall
present for Government approval a list of additional elements to be considered
for analysis.
3.4.4 Maintainability Design Criteria. The contractor shall prepare and
-------------------------------
periodically update detailed maintainability design criteria for the entire
trainer in accordance with the requirements of task 206 of MIL-STD-470B. The
results of the maintainability analysis shall be used when updating the design
criteria. Appropriate consideration of design criteria by the contractor shall
be reflected in design, reviews, design trade-offs, and item selection. A
listing of maintainability guidelines, procedures, and design criteria including
their source, shall be presented for Government approval. Specific design
criteria shall be provided for fault detection and isolation, location and
grouping of tests points, interchangeability, and physical and visual
accessibility for repair and replacement.
3.5 Reliability and Maintainability Audits. The Government reserves the
--------------------------------------
right to perform audits of contractor conformance to any or all contractual
requirements, including reliability and maintainability programs, at any time
during the performance of this contract. Due notice shall be provided to the
contractor prior to conducting source audits.
3.6 Non-Developmental Items (NDIS). For purposes of this contract, NDI is
------------------------------
understood to mean already developed and available hardware capable of
fulfilling contractual requirements either "as is" or with minor modifications.
NDIs include the following four equipment categories:
a. Category A. COTS equipment obtained from a domestic or foreign
commercial market place. For purpose of Marine Corps Systems Comm and
contracts, COTS equipment is defined as unmodified equipment,
including printed circuit boards, produced by an established
commercial manufacturer, used for other than Government purposes, and
sold, manufactured, and delivered in substantial
9
<PAGE>
MARCORSYSCOM STATEMENT OF WORK: ISMT and IST
quantities to the general public (parties other than the Government
and affiliates of the seller) during the course of conducting normal
business operations. Quantities are sold, manufactured, and delivered
are sufficient to constitute a real commercial market (See FAR
15.804.3). The Government reserves the right to determine whether
total quantities delivered are substantial. COTS equipment must be
manufactured on a continuous production line, or in production lots
under lot and configuration controls, using an established
manufacturing facility with a documented production quality record.
b. Category B. Fully developed equipment obtained from a domestic or
foreign commercial manufacturer. For purposes of Marine Corps Systems
Command contracts, fully developed commercial equipment is defined as
equipment which is fully developed, has been built (prototype,
preproduction model, first production unit, etc.), is available for
Government test and evaluation, and is manufactured by an established
commercial manufactured with documented quality history.
c. Category C. Equipment already developed and in use by the Marine Corps
and other U.S. military services or Government agencies.
d. Category D. Equipment already developed by foreign governments which
can be supplied to the U.S. Marine Corps in accordance with mutual
defense cooperation agreements and Federal/military services
acquisition regulations.
3.6.1 NDI Maintenance Documentation. Maintenance documentation for NDI
-----------------------------
shall be in accordance with MIL-M-7298D and TMCR 25-93.
3.7 Replacement of Parts. The Government reserves the right to inspect
--------------------
parts and materials used to design and manufacture the trainers at any time up
to its acceptance on-site, or through the end of any warranty period, to
determine that only Government approved parts and materials have been used in
the trainer designs and manufacturing. Any use of unapproved parts and
materials shall result in replacement by the contractor with an approved part or
material and correction of all assorted documentation and manuals at no
additional cost to the Government. If any unapproved part or material is
allowed to remain as a part of the trainers, a consideration shall be given to
the Government by the contractor. The consideration offered
10
<PAGE>
MARCORSYSCOM STATEMENT OF WORK: ISMT and IST
shall be reviewed as to its adequacy the technical activity and negotiated by
the contracting officer.
3.8 Electrostatic Discharge (ESD) Control Program. The Contractor shall
---------------------------------------------
prepare and implement an ESD Control Program for the ISMT and IST in accordance
with MIL-STD-1686A, Sections 5.1 through 5.10. The applicable portions of MIL-
STD-1686A shall also be applied to subcontractor and suppliers to provide ESD
protection for electrostatic discharge sensitive items.
The following precautions should be taken when handling semiconductor devices,
circuit cards, and electronic equipment for the ISMT/IST:
a. Use ESD protective handling and packaging.
b. Affix ESD warning labels to protective packaging and to equipment.
c. Use ESD identification markings on all ESD sensitive subassemblies
which will be visible or handled during equipment maintenance.
3.9 Packaging, Handling, Storage and Transportation. The contractor shall
-----------------------------------------------
be responsible for the application of preservation and packing on all items to
be delivered under the terms of this contract. Packaging developed for military
levels "A," "B," and "C" on all provisioned items will be in accordance with
MIL-STD-2073-1B, MIL-STD-2073-2C, and MIL-STD-1686A. Commercial packaging shall
be in accordance with ASTM D 3951-90. Marking for shipment and storage shall be
in accordance with MIL-STD-129M. Marking of equipment shall be in accordance
with MIL-STD-130G.
3.9.1 Deployability. The ISMT shall be capable of being packed in
-------------
hardened cases for deployability. These cases are described in paragraph
3.2.6.2 of the PD.
3.10 Software/Firmware
-----------------
3.10.1 Software/Firmware Requirements. The contractor shall analyze the
------------------------------
ISMT/IST software requirements and determine the functional performance
requirements to be satisfied by the required software/firmware.
3.10.2 NDI/Commercial Software Package. The contractor may propose the
-------------------------------
use of NDI or commercial software packages. The use of NDI or commercial
software shall require prior approval by the Government prior to implementation.
Previously developed software adopted for use in NDI or commercial systems need
not have been developed in accordance with DOD-STD-2167A.
11
<PAGE>
MARCORSYSCOM STATEMENT OF WORK: ISMT and IST
3.11 Testing and Inspection. The contractor shall provide a test plan for
----------------------
all government required testing. After each test, the contractor shall provide
the results in accordance with the Government approved Trainer Test Procedures
and Results Report (TTPRR). The Test Plan shall include an OCD as described
below and a preliminary OCD.
3.11.1 Government Operational Capabilities Demonstration (OCD). A
-------------------------------------------------------
government test team will conduct an OCD in order to accomplish acceptance
testing of the first two ISMTs and the first two ISTs. The OCD shall be
conducted in-plant. The contractor shall provide operation and maintenance
support including repair parts, test equipment and services required for
completing Government testing. Acceptance of the ISMT will be dependent on the
results of the OCD.
3.11.2 Responsibility for Inspection. Unless otherwise specified in the
-----------------------------
contract, the contractor is responsible for the performance of all inspection
requirements. The Government reserves the right to perform any of the
inspections set forth in this SOW where such inspections and tests are deemed
necessary to ensure supplies and services conform to the prescribed
requirements.
3.12 Video Training Scenarios. The contractor shall provide the video
------------------------
training scenarios described in the Purchase Description and the contract.
Government Furnished Property (GFP) shall be used for the contractor to
reproduce per the contract schedule. New video scenarios shall be developed as
described below.
3.12.1 Scenario Development. The contractor shall video and record a
--------------------
staged visual instructional media of selected events. Each video shall be
approximately 15 minutes long and shall contain similar functional training
events (i.e., MP shoot/no-shoot; fire team in the offense; squad in the defense,
marksmanship qualification ranges; etc). The contractor shall establish a
planned approach to developing the scripts, story-boards, shot list, production
plan and edit decision list. The planned approach shall be defined by the
Interactive Courseware Contract Work Plan. It shall include consideration for
filming the necessary video sequences to be used in the final product and
milestones which need to be accomplished to achieve the filming. The work plan
shall provide level of effort by labor and material, a milestone chart and
discussion of the contractor's technical approach for multiple scene video
taping as part of their proposal.
12
<PAGE>
MARCORSYSCOM STATEMENT OF WORK: ISMT and IST
3.12.2 Performance. The contractor shall produce the following technical
-----------
data to support production of video presentations.
3.12.2.1 Script. A script for each scenario.
------
3.12.2.2 Storyboard. Storyboards shall be included to represent each
----------
scene within the script. Storyboards shall be in government specified format.
3.12.2.3 Shot List. The shot list shall provide a list of video motion
---------
and still frame shots in shot sequence. The list shall be in government
specified format.
3.12.2.4 Production Plan. The production plan shall contain information
---------------
required for coordination of the video. It shall be in government specified
format.
3.12.2.5 Edit Decision List. The EDL shall provide directions to the
------------------
editor on assembly of the pre-master of master video edits and required
treatments. It shall provide a cross reference to the script and storyboard
with recommended or selected scenes. It shall be in government specified
format.
3.12.3 Review Requirements. The contractor shall include in his
-------------------
development plan a Government review of the filmed video sequences. The review
of the video sequences shall be accomplished with a preliminary filming and
review and a final filming and review. Criteria for acceptability shall be
based on fulfilling the intent and content of the scripts and story-boards
outlined in the Interactive Courseware Scripts and Story-boards.
3.12.4 Filming Effort. The contractor shall not plan to conduct any
--------------
filming efforts requiring Government participation until after approval of the
Interactive Courseware Scripts and Story-boards. The contractor shall notify
the Government in writing, not later than 30 days prior to the dates, the dates
in which the filming effort will need to take place, in order to satisfy the
review criteria of the video sequences outlined in paragraph 3.12.3. The
contractor shall provide notification to the Government in satisfying video
production, i.e., weapon types, personnel required, etc. The contractor shall
be responsible for filming equipment and for directing the filming effort to
include camera direction and coaching personnel as to their necessary roles.
3.12.5 Filming Location. Filming locations shall be as follows:
----------------
13
<PAGE>
MARCORSYSCOM STATEMENT OF WORK: ISMT and IST
a. Camp Lejeune N.C. for garrison, urban, jungle, woodland, beach and
riverine scenes.
b. MCB, Twenty-Nine Palms Ca. for desert and mountain scenes.
3.12.6 Government Participation. As a minimum, the Government will
------------------------
provide the personnel for acting and the necessary terrain locations for the
filming effort. In addition, the Government will provide weapons (with blanks)
as necessary for the filming of video sequences. The Government will attempt to
accommodate any additional arrangements which might be necessary for successful
production.
3.13 Trainer Installation Requirements. Acceptance of the first ISMT and
---------------------------------
IST shall be conducted in-plant. All other systems will be accepted at the
delivery site. The contractor shall be responsible for successfully delivering
and installing the training system to each of the delivery sites. Installation
of the equipment shall include configuring the system for the installation room,
mounting any special devices, and performing checkout to ensure no damage was
incurred during shipment. The contractor shall be responsible to repair any
damage to the equipment that may have occurred in shipment or installation.
3.14 Integrated Logistic Support. The contractor shall document in an ISP
---------------------------
an Integrated Logistic Support (ILS) program designed to provide timely
planning, implementation, verification, and life cycle support (depot) for the
Infantry Squad Trainer and the Indoor Simulated Marksmanship Trainer. The ILS
program shall include all aspects of logistics including reliability,
maintainability, safety and human factors engineering, to ensure cost effective
logistic support over the life (fifteen years) of the trainer. The logistic
support program that the Government has identified for these devices in this SOW
and contract schedule provides for the materials and services needed to satisfy
the operational requirements and maintenance concept.
3.14.1 Maintenance Concept. The Maintenance Concept for the ISMT/IST
-------------------
shall be defined by two levels of maintenance, an organizational (user) level
and a depot level. These levels are further defined below. The prime
contractor shall support the trainer through a depot maintenance facility for an
Initial Support Period (ISP). An ISP covers 12 months starting at the date of
delivery for each system. The contractor shall document and establish a
Contract Maintenance Plan per the concept described herein. This Maintenance
Contract Plan shall be submitted to the government for approval. At the end of
the ISP, at the option of the government, the prime contractor shall
14
<PAGE>
MARCORSYSCOM STATEMENT OF WORK: ISMT and IST
continue to provide Maintenance support in one year intervals or the government
may decide to compete a separate maintenance/logistics contract.
3.14.1.1 Levels of Maintenance. The levels of maintenance for these
---------------------
trainers consists of organizational and Depot Maintenance. Organizational
maintenance shall be performed by on-site USMC personnel and Depot maintenance
shall be performed by the contractor at an off-site facility.
3.14.1.2 Organizational Maintenance. Organizational maintenance shall
--------------------------
consist of simple tasks and diagnosis performed by the USMC/user. USMC
personnel will be able to perform the required tasks with the aid of Built-In-
Test (BIT) and the Operation and Maintenance (O&M) Manual. Organizational
maintenance shall consist of the following:
a. Preventive maintenance. Preventive maintenance shall include
start-up procedures, fault diagnostics, and preventive maintenance
tasks of Training Unique and COTS equipment as identified in the
documentation provided under this contract.
b. Fault isolation. When a fault occurs, it will be isolated using BIT
and procedures in the O&M Manual. Activities at this level will be
limited to changing fuses, checking cable connections, rebooting the
program, etc...
c. Documentation and notification. Failure document, both hardware and
software, will include system identification, description of
discrepancy, mode of failure (activity at the time of failure), and
actions taken. Prompt notification of failure to the depot will be
via the toll-free number.
d. Removal and replacement. The faulty repairable assembly will be
removed from the trainer and replaced by a like unit shipped from the
depot. Removal and replacement procedures will be available in the
operation and maintenance manual.
3.14.1.3 Built-In-Test (BIT). The contractor shall ensure that a built
-------------------
in, non-continuous, manually initiated fault detection and locating system is
provided to detect performance degradation, and failures for all equipment. The
BIT shall furnish the means of determining and displaying the functional status
of the training device and subsystems down to the Lowest Repairable Unit (LRU).
15
<PAGE>
MARCORSYSCOM STATEMENT OF WORK: ISMT and IST
3.14.1.4 Depot Maintenance . The contractor shall perform depot support
-----------------
functions in accordance with the procedures described herein and the Depot
Maintenance Manual. The contractor and the PCO's designated representative
shall from time to time review the contractor's maintenance procedures to ensure
accuracy and adequacy. Should such maintenance procedures be found incorrect or
incomplete, the contractor shall revise them. The revised procedures will be
subject to the approval of the PCO's designated representative.
3.14.1.5 Depot Support. Depot Support as described herein shall also be
-------------
considered Contractor Logistics Support (CLS). An off-site maintenance facility
shall be established by the contractor to provide for inventory control and
repair of the training device(s)/LRUs. A toll free, 24 hour "Hot Line" shall be
established by the contractor to facilitate notification of defective systems.
The contractor shall respond within 12 hours of notification (excluding weekends
and holidays) to assist in fault isolation. If correction via the telephone is
not possible, the contractor shall arrange for shipment of a like assembly/LRU
(Spare) to the user. The spare shall be taken from an established stock
procured under this contract. The faulty part shall be returned to the depot in
the reusable transit case that the contractor used to ship the spare. The
contractor shall be responsible for repairing the faulty assembly and returning
it to the stock of spares. Additionally, the contractor shall be responsible
for all fielded training devices at the time of option exercise and for any or
all training devices that are fielded during the performance period. Depot
Maintenance shall include (but is not limited to) the following:
a. Inventory control. The contractor shall be responsible for inventory
control, storage, inspection, and levels of depot spares under his
control.
b. Storage. The contractor shall operate a storage facility for
ISMT/ISTs and spare parts and assemblies. Storage shall be maintained
in such a way that systems and spares shall remain undamaged and
organized so that quick inventory can be made. The contractor shall
maintain inventory control records, and conduct periodic (at least
quarterly) inventories. The PCO's designated representative shall
perform spot inspections from time to time to ensure proper inventory
control. Inventory records shall include those components that have
been returned for repair.
c. Reports. The contractor shall provide the status repairs, inventories
and services for all systems and
16
<PAGE>
MARCORSYSCOM STATEMENT OF WORK: ISMT and IST
assemblies in a monthly Consumption/Usage Status Report.
d. ILS coordination. The contractor shall act as ILS Coordinator and
provide liaison (as required) to support fielded systems.
e. Shipping and receiving. The contractor shall be responsible for
shipping and receiving systems and assemblies. The contractor shall
immediately, upon notification from the user or authorized
representative, ship a spare system or assembly to the user. Upon
receipt by the user, the user shall return the defective assembly to
the depot via the prepaid, reusable shipping case that the replacement
assembly was shipped in. All defective systems and assemblies returned
to the depot shall be put into the maintenance cycle immediately.
Repaired systems and assemblies shall be returned to storage. All
shipping charges shall be billed as Repair of Repairable items.
f. Packaging and marking. The contractor shall be responsible for
packaging and marking the system and assemblies to be shipped. All
equipment shall be preserved and packed in accordance with best
commercial practices to ensure against deterioration and damage while
in transit and handling.
Reusable, modularized shipping cases shall be constructed for shipment
of assemblies to and from the depot. The shipping containers shall be
designed and constructed to ensure acceptance by common carrier and
safe delivery.
g. Inspection and repair. The contractor shall inspect and test for
faults in each system and assembly received from the user. This
inspection shall be observed by the PCO's designated representative
and made a part of the Consumption/Usage Reports (applies to both the
IST and ISHT), and should indicate: date received, condition (i.e.,
broken... ), evaluation, etc... Following the identification of faults
and subsequent approval and authorization to proceed from the
authorized Government Representative, the contractor shall restore the
system to an operable condition and return it to the depot inventory.
All maintenance/repair charges shall be billed under the Repair of
Repairables line item. All systems and assemblies shipped to the
field shall be inspected and
17
<PAGE>
MARCORSYSCOM STATEMENT OF WORK: ISMT and IST
operational tests performed prior to shipment in accordance with the
contract schedule.
h. Modifications. The contractor shall be responsible for the
installation of all approved trainer modifications and updates to the
technical documentation under his control, as required.
i. Staffing and scheduling. The contractor shall exercise management
over his employees and retain full responsibility for performance
under this contract to assure availability and training effectiveness
of the trainer. The Government shall not exercise any supervision or
control over the contractor employees.
3.14.1.6 On-call Engineering Services. The contractor shall provide Time
----------------------------
and Material On-call Engineering Services for the duration of the contract
beginning at Government acceptance of the first device at the site or as
authorized by the PCO. The services shall include hardware and software
engineering, maintenance, and training support at the device installation sites,
or as designated by the PCO by qualified personnel. An "After Action Report"
(in contractors format) shall be submitted to the PCO's designated
representative following completion of the service.
3.14.1.7 Repair of Repairables. The contractor shall provide Time and
---------------------
Material repair services for the devices and simulated weapons, spares and
repairables, and associated test and support equipment on an as required basis
as authorized by the PCO's designated representative, as long as the depot is
maintained by the prime manufacturer.
The repairs shall consist of all materials, labor, and services
necessary to fault isolate, repair, calibrate, and restore to operating
condition the repairable components of the device, spares and repairables, and
associated test and support equipment. The services, labor, and materials to be
provided shall include, but are not limited to, unpacking, disassembly, storage,
inspection, check out, repair, modification, calibration, test reassembly,
packaging, and shipping.
Items shall be repaired and tested to conform with the appropriate
equipment drawings and specifications in effect at the time work is performed
unless otherwise directed by the PCO. All units repaired shall be tested by the
contractor to ensure that the unit, as repaired, is in first class, serviceable
condition. "Serviceable", as applied to the repaired units, means capable of
functioning and performing in the same manner as
18
<PAGE>
MARCORSYSCOM STATEMENT OF WORK: ISMT and IST
an identical new unit though the components or the unit may not have the
appearance of newness.
The contractor shall promptly commence the work specified in the approved
work request and shall complete the work within a turn-around time of ten
calendar days.
3.14.2 Conferences.
-----------
3.14.2.1 Program Reviews. the first required Program Review shall be held
---------------
not later than 60 days after contract award. It shall be held at the
contractor's site. Subsequent Program Reviews shall be conducted every 60 days
afterwards, as required, at a site to be determined. At a minimum, a subsequent
Program Review shall be conducted not earlier than 60 days prior to delivery of
the first ISMT and the first IST. These reviews shall include, as appropriate,
all engineering and ILS scheduled conferences. These conferences shall provide
attendees with current information regarding the program. The contractor shall
propose an agenda for each Review which shall be submitted to the Government for
approval not later than 30 days prior to the Review. The contractor shall
submit minutes of each Review to the government not later than 30 days after
each Review.
3.14.2.2 ILS Conference. An ILS Conference shall be held at the
--------------
contractor's facility approximately three to six months after the beginning of
device fielding. This conference will verify all logistic items; inventory of
spares, storage, and maintenance procedures.
3.14.3 Operator Training Program. The contractor shall provide training
-------------------------
to the operator during installation at each site. This training shall be
conducted in a minimum of one (1) eight hour session and a maximum of two (2)
eight hour sessions. The training shall cover set-up procedures, power up, BIT,
alignment, weapon zeroing, menu review, removal/replacement of components, shut
down procedures, preparation for transport, and cleaning. The instruction shall
be structured to provide at least 70 percent "Hands On" training. The class
size for each site will range from 5 to 15 personnel with varied MOS(s).
Courseware required for this instruction and follow-on training is an On-the-Job
Training Handbook developed in accordance with MIL-STD-1379D.
3.14.4 Technical Documentation (TD).
----------------------------
3.14.4.1 Commercial Manuals. The contractor shall provide a commercial
------------------
manual to support operation and maintenance of the ISMT/IST. The manual shall
contain:
19
<PAGE>
MARCORSYSCOM STATEMENT OF WORK: ISMT and IST
a. Description and leading particulars.
b. Installation; networking instructions to include software use and
cabling.
c. Operation.
d. Theory of operation, if applicable.
e. Maintenance.
f. Maintenance diagrams.
g. Parts catalog.
3.14.4.2 Supplementation. Should the commercial manuals require
---------------
supplementation for Government acceptance, the contractor shall prepare
supplementary material within 60 days, as directed by the Government.
3.14.4.3 Validation. The contractor shall validate the commercial manuals
----------
and any supplementary material. All material changed or added shall be
validated during a TD conference.
3.14.4.4 Overpack Instructions. Upon approval of the commercial manuals
---------------------
by the Government, the contractor shall overpack two (2) sets of manuals with
each end item for delivery.
3.14.4.5 Change Pages. The contractor shall provide page changes to the
------------
manuals as changes occur, in the same quantities as the basic manual submission
when these changes apply to the Government system. The Government requires
notification of all changes and revisions to the manuals during the expected 15
year life of the equipment. Notice of new models when they are available, is
also required for Government information.
3.14.4.6 Copyright Material. The contractor shall identify copyrighted
------------------
material, if any, and shall obtain the written approvals of both the copyright
owner and the Contracting Officer prior to its use. The contractor shall
furnish appropriate copyright release giving the Government permission to
reproduce and use copyrighted information. When the contractor uses a manual
which covers a vendor's components or a portion thereof and the vendor's manual
contains copyrighted material, the contractor shall be responsible for obtaining
a copyright release from the vendor and providing the copyright release to the
Government. Copyright releases will be furnished to the Government concurrent
with the final manuals.
3.14.4.7 COTS Documentation. The COTS documentation shall provide for all
------------------
COTS equipment associated with the devices.
3.14.4.7.1 Other Data. The documentation shall also include the
----------
following data:
20
<PAGE>
MARCORSYSCOM STATEMENT OF WORK: ISMT and IST
a. Training Device Inventory Record (TDIR).
b. Training Equipment Summary (TES).
3.14.4.8 Maintenance Contract Data. The contractor shall provide the
-------------------------
technical documentation required for the government to compete a commercial
maintenance contract for the ISMT/IST . This documentation shall include a Depot
Maintenance Manual. "Maintenance Contract Data" stipulates that the contractor
shall provide the technical data, with Government Purpose License Rights (GPLR),
necessary for the purpose of competing a commercial depot maintenance contract.
It is the government's intent that this data may also be used for the purpose of
competing a modification to the trainer should a requirement develop.
3.14.4.9 Reprocurement Data. The contractor shall provide the technical
------------------
documentation required for the government to conduct a reprocurement, such that
the system procured by the reprocurement will interface with the systems
procured under this Purchase Description. "Reprocurement Data" stipulates that
the contractor shall provide the technical data, with Government Purpose License
Rights (GPLR), necessary for the purpose of the Government conducting
reprocurement. It is the Government's intent that this data may also be used
for the purpose of competing a modification to the trainer should a requirement
develop.
3.14.4.10 Verification/Validation (V&V) of TD.
-----------------------------------
3.14.4.10.1 Validation. Validation of the TD shall be accomplished by the
----------
contractor in-plant before submittal to the Government according to the
Technical Manual Validation Plan, (applies to both the IST and ISMT). The
Government reserves the right to witness validation at any time prior to
submittal of the document to the Government.
3.14.4.10.2 Validation Certification. Each technical manual shall
------------------------
contain a certification certificate completed by the contractor ascertaining the
accuracy of the manual.
3.14.4.10.3 Verification. Verification of the TD shall be performed by the
------------
Government or an Independent third party contractor.
3.14.4.11 TD Conferences. The following conferences shall be held in
--------------
support of the TD and held as side meetings during regularly scheduled Program
Reviews and the ILS Verification Conference:
21
<PAGE>
MARCORSYSCOM STATEMENT OF WORK: ISMT and IST
a. TD planning conferences.
b. TD IPRs.
3.14.4.11.1 TD Planning Conference. The purpose of the TD planning
----------------------
conference is to define the Government's requirements for the technical
documentation and ensure mutual understanding between Government and contractor
personnel.
3.14.4.11.2 TD IPR. The purpose of these conferences is to monitor the
------
status/preparation of the TD at the 30 percent and 80 percent completion levels.
A manuscript copy of the operation and maintenance manual shall be available 14
days prior to the start of each IPR.
3.14.4.12 Proprietary Data. The contractor shall identify in the proposal
----------------
any proprietary rights held for the proposed system. The contractor shall list
which discreet items are proprietary in the proposal.
3.14.5 Material Support/Provisioned Items.
----------------------------------
3.14.5.1 Prime Contractor Initial Support Items (ISI). The contractor
--------------------------------------------
shall develop a recommended ISI List (ISIL). The ISIL shall consist of two
parts. The first part shall include those items necessary to support the user
for a 60 day period and shall consist primarily of consumables. The second part
shall consist of the spare/repairable parts (LRU) necessary to support the basic
contract depot requirements for one year. Prime unique ISI to be delivered
shall be the same as, interchangeable with, or meet the form, fit and function
requirements of the items included in the delivered training device, system, and
equipment. The ISIL shall consist of all major assemblies, power supplies,
spares (repairable items) and consumable required to support the trainer in an
operable condition. From this recommended ISIL, the government will procure the
necessary support items. The contractor's responsibility for providing ISI for
prime hardware shall not be limited to items listed on the ISIL. The Government
may choose to procure additional prime items, as necessary, or it may tailor the
ISIL for the support of the trainer.
Definitions:
a. INITIAL SUPPORT ITEMS - shall consist of Spares (repairable items) and
parts (consumable items) required to support the training device.
b. PRIME UNIQUE INITIAL SUPPORT ITEMS - shall consist of those items which
the contractor is the actual manufacturer, having the design control
responsibility and which are
22
<PAGE>
MARCORSYSCOM STATEMENT OF WORK: ISMT and IST
manufactured, subcontracted for, or modified by the prime contractor solely
for the training device.
3.14.5.2 Follow-on Items. If the government exercises its option to have
---------------
the prime contractor continue to provide depot maintenance, the contractor shall
provide a follow-on support items list based on updated quantities of systems to
be supported and maintenance history. Increased quantities of spare weapons
shall be procured against the same CLIN as the production weapons.
3.14.5.3 Prime Contractor Tools and Test Equipment (TTE). The TTE shall
-----------------------------------------------
consist of those support items manufactured or modified by the prime contractor,
that have singular and peculiar application to the maintenance of the trainer.
The Government shall select items from the Tools and Test Equipment List (TTEL)
to be provided per DD 1423.
Definition:
TOOLS & TEST EQUIPMENT - shall consist of those items that are not an
integral part of the end item, but are required to inspect, test,
calibrate, service, repair, or overhaul the end item. Common hand tools
are not considered to be in this category.
3.14.5.4 Vendor ISI and TTE. ISI and TTE needed to support and maintain
------------------
hardware utilized by the device shall be provided in accordance with Section H
of the contract. These items shall be selected for procurement by the
Government from the ISIL and TTEL. The contractor will only be reimbursed for
vendor ISI and TTE unburdened costs (i.e., no G and A), overhead, profit or
other add-ons). Burdened costs will be accounted for under the appropriate
vendor technical support line item.
Definition:
VENDOR ISI AND TTE - those items which are attached or used to maintain the
end item which are procured and unmodified by the prime contractor and
available on the open market.
3.14.5.5 Vendor Technical Support. The contractor shall conduct
------------------------
acquisition in accordance with vendor Provisioned Item Orders (PIO), so that all
items are delivered in a configuration that will support the delivered trainer.
Included are those efforts to identify sources, order, receive, inspect, accept,
inventory, package, mark, ship to site, store, process payment, and
configuration cross check all vendor manufactured initial support items that
have been selected and ordered by the Government. The contractor shall also be
responsible for
23
<PAGE>
MARCORSYSCOM STATEMENT OF WORK: ISMT and IST
replacement of incorrect configuration for use upon delivery. The contractor
shall be responsible for all costs and efforts, from the point of the Government
issued PIO to final Government acceptance at the specified location. Initial
funding for this line item will be based on the number of estimated line items
proposed and negotiated. When item counts are less or greater than five percent
of negotiated line item count, a proportional value will be added to or taken
away for each item.
3.14.6 Warranties. The contractor shall notify vendors supplying
----------
equipment for trainers procured by MARCORSYSCOM that the Government will be the
end user of such equipment. All warranties, guarantees or services remaining in
effect at the time the Government takes possession of the trainer will be
transferred to the Government. The contractor shall establish and maintain a
listing of all COTS items which furnish standard warranties as part of the
purchase price. The listing shall identify the equipment by nomenclature and
serial number, length of warranty, effective date and time remaining at the time
of delivery to the Government, method of contact for arrangement of
repairs/service, and the conditions of the warranty.
3.14.7 Safety. The contractor shall implement a System Safety Program in
------
accordance with Task 101 and Section 4 of MIL-STD-882C. The contractor shall
develop a Safety Assessment Report (SAR) in accordance with Task 301 of MIL-STD-
882C and Data Item Description DI-SAFT-80102A. The Government will notify the
contractor if the SAR is acceptable in accordance with the CDRL.
3.15 Program Status. The contractor shall provide a monthly status and
--------------
management report. This report shall provide a review of work accomplished, a
status of deliverables and expenditures, a summary of problems, risks and issues
for the reporting period (previous 30 days).
24
<PAGE>
MARINE CORPS SYSTEMS COMMAND
QUANTICO VIRGINIA
PURCHASE DESCRIPTION FOR
INDOOR SIMULATED MARKSMANSHIP
and
INFANTRY SQUAD TRAINER (IST)
MARCORSYSCOM PD-94-003
PROJECT OFFICER: /s/ J.P. McGovern
-------------------
Maj J.P. McGOVERN
ATTACHMENT (2)
<PAGE>
TABLE OF CONTENTS
PARAGRAPH TITLE PAGE
- --------- ----- ----
1. SCOPE....................................... 1
1.1 Description................................. 1
1.2. Purpose..................................... 1
1.3 Definition.................................. 1
2. APPLICABLE DOCUMENTS........................ 1
2.1 Government documents........................ 1
2.2 Non-Government documents.................... 3
3. REQUIREMENTS................................ 4
3.1 Trainer definition.......................... 4
3.1.1 Trainer control............................. 4
3.1.2 Trainer interface........................... 4
3.1.3 Major components............................ 5
3.1.4 Government-furnished property list.......... 5
3.1.5 Government-loaned property list............. 5
3.2 Characteristics............................. 5
3.2.1 Performance................................. 5
3.2.1.1 Instructor station performance.............. 5
3.2.1.1.1 Selection of modes.......................... 5
3.2.1.1.2 Exercise Initiation......................... 6
3.2.1.1.3 Freezing of the simulation.................. 6
3.2.1.2 Trainee firing positions.................... 7
3.2.1.2.1 Zeroing the simulated weapon for system
correction.................................. 6
3.2.1.2.2 Modes of operation.......................... 6
3.2.1.2.2.1 Mode 1 operation............................ 7
3.2.1.2.2.2 Target simulation........................... 7
3.2.1.2.2.3 Windage requirements........................ 8
3.2.1.2.2.4 Simulated course scenarios.................. 8
3.2.1.2.2.5 9MM Service pistol Qualification Course..... 8
3.2.1.2.2.6 M16A2 Known Distance Marksmanship Course.... 8
3.2.1.2.3 Mode 2 operation............................ 9
3.2.1.2.3.1 Target simulation........................... 9
3.2.1.2.3.2 Simulated shoot/no-shoot scenarios.......... 9
3.2.1.2.3.3 Close Quarter Battle/Marine Security Guard
and Marine Corpos Security Force
scenarios................................... 10
3.2.1.2.3.4 Simulated combat scenarios.................. 10
3.2.1.3 Indication of rounds fired.................. 10
3.2.1.3.1 Marksmanship rounds......................... 10
3.2.1.3.2 Shoot/No-shoot rounds....................... 11
3.2.1.3.3 Close Quarter Battle/Marine Security
Guard and Marine Corpos Security
Force scenarios............................. 11
3.2.1.3.4 Combat rounds............................... 11
3.2.1.4 Weapon performance.......................... 11
3.2.1.4.1 Weapon weight specifications................ 12
3.2.1.4.2 Weapon recoil............................... 12
3.2.1.4.3 Other weapon characteristics................ 12
3.2.1.4.4 Future weapons.............................. 12
i
<PAGE>
TABLE OF CONTENTS
PARAGRAPH TITLE PAGE
- --------- ----- ----
3.2.1.5 Target acquisition and resolution........... 12
3.2.1.6 Visual projection and resolution............ 13
3.2.1.6.1 Real images or graphics..................... 13
3.2.1.7 Performance data............................ 13
3.2.1.7.1 Performance data for mode 1................. 13
3.2.1.7.2 Performance data for mode 2................. 14
3.2.1.7.3 Cumulative data............................. 14
3.2.2 Physical characteristics.................... 15
3.2.2.1 Electromagnetic requirements................ 14
3.2.2.2 Equipment room sizes........................ 15
3.2.2.3 Ceiling height.............................. 15
3.2.2.4 Equipment size.............................. 15
3.2.2.5 Trainer maintenance access.................. 16
3.2.2.6 Raised flooring............................. 16
3.2.2.7 Ground resistance........................... 16
3.2.2.8 Power....................................... 16
3.2.2.8.1 Power design................................ 16
3.2.2.8.2 Power factor................................ 16
3.2.2.8.3 Frequency................................... 16
3.2.2.8.4 Power line monitoring and protection........ 16
3.2.2.8.5 Power interruption.......................... 16
3.2.2.9 Equipment cooling........................... 16
3.2.2.10 Trainer utility power....................... 16
3.2.2.11 Facilities.................................. 17
3.2.2.12 Set-up time................................. 17
3.2.3 Reliability................................. 17
3.2.3.1 Reliability quantitative requirements....... 17
3.2.3.2 Weapons Reliability......................... 17
3.2.3.3 Parts selection............................. 17
3.2.3.4 Stress derating criteria.................... 17
3.2.4 Maintainability............................. 18
3.2.4.1 Maintainability quantitative
requirements................................ 17
3.2.4.2 Maintenance activity definition............. 18
3.2.4.3 Qualitative maintainability................. 18
3.2.4.3.1 Special tools............................... 18
3.2.4.3.2 Design for testability...................... 18
3.2.4.3.3 Lamps....................................... 19
3.2.4.3.4 Blown fuse indicator light.................. 19
3.2.4.3.5 Accessibility............................... 19
3.2.4.3.5.1 Cable slack................................. 19
3.2.4.3.5.2 Assemblies.................................. 19
3.2.4.3.5.3 Wiring board extender cards................. 20
3.2.4.3.5.4 Covers, panels, and doors................... 20
3.2.4.3.5.5 Handles..................................... 20
3.2.4.3.5.6 Replacement of modular assemblies........... 20
3.2.4.3.6 Identification and marking.................. 20
3.2.4.3.6.1 Assemblies/units/models..................... 20
3.2.4.3.6.2 Non-Developmental Item (NDI) marking........ 20
ii
<PAGE>
TABLE OF CONTENTS
PARAGRAPH TITLE PAGE
- --------- ----- ----
3.2.4.3.6.3 NDI identification, nameplates, and
labels...................................... 21
3.2.4.3.6.4 Cable and wire markings..................... 21
3.2.4.3.6.5 Terminals, boards, and strips............... 22
3.2.4.3.6.6 ESD marking................................. 22
3.2.4.3.7 Cabinet door locks.......................... 22
3.2.4.4 Circuit card design......................... 23
3.2.4.4.1 Circuit card connectors..................... 23
3.2.4.4.2 Circuit card connectors, power, and
ground...................................... 23
3.2.5 Environmental conditions.................... 23
3.2.5.1 Standard temperature and humidity........... 23
3.2.6 Transportability............................ 23
3.2.6.1 Transit cases............................... 23
3.2.6.2 Deployable cases............................ 24
3.2.6.3 Portability................................. 24
3.3 Design and construction..................... 24
3.3.1 Materials................................... 24
3.3.1.1 Flammable materials......................... 24
3.3.1.2 Fungus-inert materials...................... 24
3.3.1.3 Toxic materials............................. 24
3.3.1.4 Metals...................................... 24
3.3.1.4.1 Corrosion-resistant metals.................. 24
3.3.1.4.2 Dissimilar metals........................... 25
3.3.1.4 Wood products............................... 25
3.3.2 Selection of parts.......................... 25
3.3.3 Processes................................... 25
3.3.3.1 Protective finishes and coatings............ 25
3.3.3.2 Corrosion prevention and control
materials prohibitions...................... 25
3.3.3.3 Riveting.................................... 26
3.3.3.4 Electrical soldering........................ 26
3.3.3.5 Solderless electrical connections
(wrapped)................................... 26
3.3.3.6 Welding..................................... 27
3.3.3.7 Wiring practices............................ 27
3.3.4 Workmanship................................. 27
3.4 Documentation............................... 27
3.5 Logistics program requirements.............. 27
3.6 Personnel and training...................... 27
3.7 Details of components....................... 27
3.7.1 Instructor station.......................... 27
3.7.1.1 Instructor station computer enclosure....... 28
3.7.1.2 CRT terminal/Input Device................... 28
3.7.1.3 Printer..................................... 29
3.7.1.4 Primary power control....................... 28
3.7.1.5 Storage area................................ 29
3.7.2 Trainee firing position..................... 29
3.7.2.1 Weapons..................................... 29
iii
<PAGE>
TABLE OF CONTENTS
PARAGRAPH TITLE PAGE
- --------- ----- ----
3.7.2.1.1 Specific weapon characteristics............. 30
3.7.2.1.2 Recoil...................................... 31
3.7.2.1.3 Ammunition.................................. 31
3.7.2.1.3.1 Simulated Projectiles....................... 32
3.7.2.1.3.2 Ammunition Effects.......................... 32
3.7.2.2 Supporting Arms............................. 32
3.7.2.3 Night vision................................ 33
3.7.2.4 Shoot back capability....................... 33
3.7.2.5 Ear protection.............................. 33
3.7.3 Audiovisual system.......................... 33
3.7.3.1 Visual system............................... 33
3.7.3.1.1 Large screen display........................ 33
3.7.3.2 Audio system................................ 33
3.7.4 Lighting system............................. 34
3.7.5 Digital computer system and software
requirements................................ 34
3.7.5.1 Trainer system processing resource.......... 34
3.7.5.1.1 Digital computer system hardware
requirements................................ 34
3.7.5.1.1.1 System operator's console................... 35
3.7.5.1.1.2 System memory............................... 35
3.7.5.1.1.2.1 Shared or reflective main memory............ 35
3.7.5.1.1.3 System spare capacity....................... 36
3.7.5.1.1.4 Disk system requirements.................... 36
3.7.5.1.1.5 Computer power operation.................... 37
3.7.5.1.1.6 Computer I/O capability..................... 37
3.7.5.1.1.7 Computer local area network................. 37
3.7.5.1.1.7.1 Interface failure........................... 38
3.7.5.1.1.7.2 System terminal access...................... 38
3.7.5.1.1.7.3 Expansion capability........................ 38
3.7.5.1.1.8 Digital computer speed...................... 38
3.7.5.1.2 Trainer Systems Software (TSS) programming
requirements................................ 38
3.7.5.1.2.1 Design requirements......................... 38
3.7.5.1.2.1.1 Program language............................ 38
3.7.5.1.2.2 Software components......................... 39
3.7.5.1.2.3 Physical tape description................... 40
3.7.5.1.2.4 Recording mode and density.................. 40
3.7.5.1.2.5 Source program tapes........................ 41
3.7.5.1.2.6 Object program tapes........................ 41
3.7.5.1.2.7 Data tapes.................................. 41
3.7.5.1.2.8 Magnetic tape cartridge labeling............ 41
3.7.5.1.3 Design and coding constraints............... 41
3.7.5.1.4 Trainer support system...................... 41
3.7.5.1.4.1 Support system hardware..................... 41
3.7.5.1.4.2 Support system software..................... 43
3.7.5.1.4.2.1 Ada programming support environment......... 43
3.8 Scenarios................................... 44
3.8.1 Scenario Definition......................... 44
iv
<PAGE>
TABLE OF CONTENTS
PARAGRAPH TITLE PAGE
- --------- ----- ----
3.8.2 Marksmanship Qualification Courses...... 45
3.8.2.1 M-16A2 Rifle Marksmanship............... 45
3.8.2.2 Other Qualification Courses............. 45
3.8.3 Combat Scenarios........................ 46
3.8.3.1 Combat Scenario Ranges.................. 46
3.8.4 Shoot/No-shoot.......................... 46
3.8.5 Scenario Generation..................... 46
3.9 Infantry Squad Trainer (IST)............ 46
3.9.1 IST Training............................ 47
3.9.2 Large Screen Display for IST............ 47
3.10 Order of precedence..................... 47
4. QUALITY ASSURANCE PROVISIONS............ 47
4.1. General................................. 47
4.1.1 Responsibility for inspection........... 47
4.1.2 Special tests and examinations.......... 48
4.2 Quality conformance inspections......... 48
APPENDIXES
APPENDIX A:
Visual System Purchase Description
For The Indoor Simulated Marksmanship
Trainer With Forward Observer And
Night Vision............................. A-1
10 SCOPE.................................... A-1
20 REFERENCED DOCUMENTS.................... A-1
20.1 Government documents.................... A-1
30.1 Item definition......................... A-1
30.1.1 Item diagram............................ A-1
30.1.2.2 Electronic interface.................... A-1
30.1.2.3 Software interface...................... A-2
30.1.2.4 Interface data list..................... A-2
30.1.3 Major component list.................... A-2
30.1.3.1 Image processor subsystem............... A-2
30.1.3.2 Image display subsystems................ A-2
30.1.3.3 Image data base......................... A-3
30.1.3.4 Operating and maintenance software and
hardware................................ A-3
30.2 Characteristics......................... A-3
30.2.1 Performance............................. A-3
30.2.1.1 Functional training capabilities........ A-3
30.2.1.1.1 Training tasks.......................... A-4
30.2.1.1.2 General training scene requirements..... A-5
30.2.1.1.2.1 Training scene discontinuities and
irregularities.......................... A-5
30.2.1.1.2.2 Range of engagement..................... A-5
30.2.1.1.3 Night vision scope training............. A-6
v
<PAGE>
TABLE OF CONTENTS
PARAGRAPH TITLE PAGE
- --------- ----- ----
30.2.1.1.2.3 FO combat scenes........................ A-6
30.2.1.2 Special real-time processing............ A-6
30.2.1.2.1 Illumination............................ A-6
30.2.1.2.1.1 Time of day............................. A-6
30.2.1.2.1.3 Night vision training illumination...... A-6
30.2.1.2.2 Visual simulation of motion............. A-6
30.2.1.2.2.1 Moving targets.......................... A-6
30.2.1.2.2.2 Animation and special effects........... A-7
30.2.1.2.2.2.1 Weapons fire and weapons impact
effects................................. A-7
30.2.1.2.2.2.1.1 FO training: weapons effect origin...... A-8
30.2.1.2.2.2.1.4 FO training: time of flight............. A-8
30.2.1.2.2.2.1.5 FO training: weapons rounds............. A-8
30.2.1.2.2.2.1.6 FO training: simultaneous mission....... A-8
30.2.1.2.2.2.2 Weapons fire............................ A-8
30.2.1.2.3 Wind speed and direction................ A-8
30.2.1.2.4 Graphic overlays........................ A-8
30.2.1.2.4.1 M2 compass simulation................... A-8
30.2.1.2.5 FO: special geometric computations...... A-9
30.2.1.3 Image quality........................... A-9
30.2.1.3.1 Total visual field of view.............. A-9
30.2.1.3.2 Visual image sharpness.................. A-9
30.2.1.3.3 Luminance............................... A-10
30.2.1.3.3.1 Luminance variation..................... A-10
30.2.1.3.3.2 Contrast................................ A-10
30.2.1.3.3.3 Luminance (night vision scope
training)............................... A-10
30.2.1.3.4 Color................................... A-10
30.2.1.3.4.1 Color processing........................ A-11
30.2.1.3.4.2 Color registration...................... A-11
30.2.1.3.5 Image perspective and geometric
accuracy................................ A-11
30.2.1.3.5.1 Total geometric distortion.............. A-11
30.2.1.3.5.2 Relative geometric distortion........... A-11
30.2.1.3.6 Adjacent channel matching............... A-11
30.2.1.3.7 Image stability......................... A-12
30.2.1.3.8 Video rates............................. A-12
30.2.1.3.9 Update rate............................. A-12
30.2.1.3.10 Transport delay......................... A-12
30.2.1.3.11 Occulting............................... A-12
30.2.1.3.12 Smear................................... A-12
30.2.1.3.13 Flicker................................. A-12
30.2.1.3.14 Stepping................................ A-12
30.3 Design requirements..................... A-12
30.3.1 General design requirements............. A-12
30.3.2 Design to minimize risk................. A-12
30.3.4 Design optimization..................... A-12
30.3.5 Environment models development.......... A-13
vi
<PAGE>
TABLE OF CONTENTS
PARAGRAPH TITLE PAGE
- --------- ----- ----
30.3.5.1 Compensation for image system
limitations............................. A-13
30.3.5.1.1 Enhanced cues........................... A-13
30.3.5.2 Environment continuity and blending..... A-13
30.4 Major component characteristics......... A-13
30.4.1 Image processor subsystem............... A-13
30.4.1.1 Depth complexity........................ A-13
30.4.1.2 Displayed image artifacts............... A-13
30.4.2 Display subsystem....................... A-14
30.4.2.1 Image distance.......................... A-14
30.4.2.2 Night vision scope training
configuration........................... A-14
30.4.4 Image database.......................... A-15
30.4.4.1 FO training: general database
requirements............................ A-15
30.4.4.1.2 FO training: terrain database range
data.................................... A-15
30.4.4.1.3 Fo training: terrain database
elevation data.......................... A-15
30.4.4.2 FO training: database correlation....... A-15
30.4.4.2.1 Terrain accuracy........................ A-15
30.4.4.2.2 Map accuracy............................ A-15
30.4.4.3 FO training: specific geographic
areas................................... A-15
30.4.4.4 FO training: general use models......... A-16
30.4.4.5 FO training: target hit planes.......... A-17
30.4.4.6 FO training: travel paths............... A-17
30.4.5 Operating and maintenance software...... A-17
30.4.6 Expansion and changes................... A-17
vii
<PAGE>
MARINE CORPS SYSTEMS COMMAND
QUANTICO VIRGINIA
PURCHASE DESCRIPTION FOR
INDOOR SIMULATED MARKSMANSHIP TRAINER (ISMT)
and
INFANTRY SQUAD TRAINER (IST)
1. SCOPE
1.1 Description. The Indoor Simulated Marksmanship Training
-----------
System (ISMT) and the Infantry Squad Trainer (ITS) shall be a simulated
marksmanship trainer for indoor positions. Each firing position shall be
capable of operating the weapons listed in 3.1.3. The ISMT shall have four
firing positions and the IST shall have 12 firing positions. A large screen
display shall be provided on which simulated targets are projected. The
simulated weapons shall be used to fire upon the projected targets with an
indication, as specified, of the round fired. The instructor station shall
control the training and provide feedback of the results.
1.2. Purpose. The ISMT/IST device(s) shall be used to instruct and
-------
train marksmanship qualification, combat marksmanship and judgmental shoot/no-
shoot skills. ISMT/IST devices shall also provide monitor spotting and control
of indirect fire and night vision training capabilities in addition to the
baseline features.
1.3 Definition. The ISMT is a four lane individual or fire team
----------
trainer. The IST refers to a 12 lane squad trainer. Unless otherwise
specified, the terms "trainer", "training device" or "system" used within this
purchase description shall apply to both the ISMT and IST.
2. APPLICABLE DOCUMENTS
2.1 Government documents. The following documents of the exact
--------------------
issue shown form a part of this specification to the extent specified herein.
In the event of conflict between referenced documents and this specification,
the requirements of this Purchase Description shall be contractually binding.
All second tier and below references shall be considered as guidance only unless
specifically referenced herein or in the accompanying SOW.
MILITARY STANDARDS
MIL-STD-13OG - Identification Marking of U.
Military Property.
MIL-STD-275E - Printed Wiring for Electronic
Equipment.
<PAGE>
MIL-STD-454M - Standard General Requirements for Electronic
Equipment.
MIL-STD-470B - Maintainability Program for Systems
and Equipment.
MIL-STD-756B - Reliability Modeling Prediction.
MIL-STD-973 - Configuration Management.
MIL-STD-1425A - System Design Requirements for
Military Lasers and Associated
Support Equipment
MIL-STD-1472D - Human Engineering Design Criteria
for Military Systems, Equipment,
and Facilities.
MIL-STD-1686A - Electrostatic Discharge (ESDER)
Control Program for Protection of
Electrical and Electronic Parts,
Assemblies, and Equipment.
MIL-STD-1815A - ADA Programming Language.
MIL-STD-2000A - Standard Requirement for Soldered Electrical and
Electronic Assemblies.
DEPARTMENT OF DEFENSE
DOD-STD-2167A - Defense System Software
Development.
MILITARY HANDBOOKS
MIL-HDBK-217F - Reliability Prediction of Electronic Equipment.
MIL-HDBK-263A - ESD Control Handbook for Protection
of Electrical and Electronic Parts,
Assemblies and Equipment (excluding
electrically initiated explosive
devices).
MIL-DBK-472 - Maintainability Prediction.
DH 1-4 - Air Force Systems Command Design
Handbook.
(Copies of specifications, standards, drawings, and publications required
by suppliers in connection with specific
2
<PAGE>
procurement functions shall be obtained from the contracting agency or as
directed by the contracting officer.)
2.2 Non-Government documents. The following documents form a part of this
------------------------
specification to the extent specified herein.
INSTITUTE OF ELECTRICAL AND ELECTRONIC ENGINEERS (IEEE)
IEEE 200.1975 - IEEE Standard Reference Designators for Electrical
and Electronic Parts and Equipment.
(Requests for copies should be addressed to IEEE Service Center, 445 Hoes
Lane, Piscataway, NJ 08854.)
AMERICAN NATIONAL STANDARDS INSTITUTE (ANSI)
ANSI X3.136-1986- Serial Recorded Magnetic Tape Cartridge for
Information Interchange.
ANSI/NFPA 70 - National Electric Code.
(Application for copies should be addressed to the American National
Standards Institute, 1430 Broadway, New York, NY 10018.)
OSHA 2207. - OSHA Construction Industry Handbook.
MCO 3574.2G - Marine Corps Order 3574.2G.
NAVMC 42 - Marine Corps Rifle Marksmanship and
Data Book.
AMERICAN SOCIETY FOR TESTING AND MATERIALS (ASTM)
ASTM B36-91 - Brass Plate, Sheet, Strip, and Rolled Bar
ASTM D568-77 - Standard Test Method for Rate of Burning and/or
Extent and Time of Burning of Flexible Plastics
in a Vertical Position.
ASTM D635-88 - Standard Test Method for Rate of Burning and/or
Extent and Time of Burning of Self-supporting
Plastics in a Horizontal Position.
AS D2863-87 - Standard Test Method for Measuring the Minimum
Oxygen Concentration to
3
<PAGE>
Support Candle-like Combustion of
Plastics (Oxygen Index).
(Application for copies should be addressed to the American Society for
Testing and Materials, 1916 Race Street, Philadelphia, PA 19103-1137.)
(Technical society and technical association specifications and standards
are generally available for reference from libraries. They are also distributed
among technical groups and using Federal agencies.)
3. REQUIREMENTS
3.1 Trainer definition. The trainer shall be a simulated indoor marksmanship
------------------
trainer capable of instructing in basic and advanced marksmanship.
3.1.1 Trainer control. The trainer, shall be maintained under computer control
---------------
at the direction of the operator through an input device (keyboard, mouse,
etc.). The computer, in conjunction with other electronics and devices, shall
provide the simulated weapon fire and target display. The instructor shall be
able to initiate the scenarios and monitor student performance from a CRT and
input device.
3.1.2 Trainer interface. Mode selection at the instructor station shall
-----------------
initiate the audiovisual system to project the targets consistent with the
selected mode of operation. In the case of Mode 1 operation (as defined in
3.2.1.2.2.1) the target acquisition system shall maintain the aimed location of
the weapons on the large screen display of 3.7.3.1.1, and shall dynamically
transfer this information to the computer system. Weapon trigger depression
shall be communicated to the computer via the target acquisition system, to the
audio system responsible for providing the weapon report, and to the recoil
system. The computer then commands the graphics generator to mix with the
projection system to display the fired round, as well as other images (e.g.,
spotting), onto the large screen display, as appropriately defined in 3.2.1.2.2
(with subparagraphs) and 3.2.1.3.
3.1.3 Major components. The trainer shall consist of the following major
----------------
components:
a. Computer/Instructor station.
b. Weapons Firing System. Includes AT4, K2 (.50 cal), M9, M16A2, M240G,
M203, MK9, MP5, SAW, SMAW, Service Shotgun (12 gauge), recoil
mechanism, night vision training capability and supporting arms
spotting training capability.
4
<PAGE>
C. Audio/visual system. Includes speakers, image generator/projector and
target acquisition system.
3.1.4 Government-furnished property list. Name plates shall be provided as
----------------------------------
Government-furnished property for use with this trainer. The shoot/no-shoot
scenario, offensive and defensive video footage currently being utilized on the
presently fielded ISMT systems will be provided as GFP. The contractor shall
insure that these videos are interoperable with proposed ISMT/ISTs.
3.1.5 Government-loaned property list. There will be no Government-loaned
-------------------------------
property provided for use in this trainer. The above listed video will be
loaned for the selection demonstration.
3.2 Characteristics.
---------------
3.2.1 Performance. The training system, consisting of those major components
-----------
identified in 3.1.3, shall be designed to perform in accordance with the
following subparagraphs.
3.2.1.1 Instructor station performance. The instructor station shall consist
------------------------------
of a control console from which the trainee firing positions and the audiovisual
system are controlled. All action is initiated from the instructor station.
The subparagraphs below address the performance capabilities and 3.2.1.7
describes the data required to be provided at the instructor station.
3.2.1.1.1 Selection of modes. After the system is powered, all control shall
------------------
be maintained through the computer via the control console input device and
terminal unit of the instructor station. Selections shall be made at the input
device through the use of menus and function keys. Invalid selections shall
result in an error message which indicates that the selection was not valid.
Modes of operation relative to the training aspects of the system are applicable
to both the ISHT and the IST and are delineated below:
a. Mode 1 - Marksmanship Qualification.
(1) Submode 1A - USC M16A2 Marksmanship Course utilizing M16A2.
(2) Submode 1B - USMC Pistol Course utilizing M9 pistol.
(3) Submode 1C - other weapons qualification ranges.
5
<PAGE>
b. Mode 2 - Combat Marksmanship.
(1) Submode I 2A - Single or multiple firing positions utilizing
shoot/no-shoot scenarios with the M16A2 and M9.
(2) Submode 2B - Single or multiple firing positions utilizing combat
scenarios of with AT4, M2 (.50 cal), M9, M16A2, M240G, M203,
MK19, MP5, SAW, SMAW and Service Shotgun (12 gauge).
3.2.1.1.2 Exercise initiation. The instructor station shall be provided with
-------------------
the capability of queuing scenarios to form an exercise, or allowing the
computer to select scenarios at random. This capability may be limited within
each submode of operation, i.e., it is not necessary that, for example,
marksmanship qualification scenarios be queued in the same exercise as shoot/no-
shoot scenarios. Relative to marksmanship, the various strings of fire in the
courses, i.e., the Rifle and Pistol Course, shall be developed in the form of
separate scenarios capable of being separately loaded and executed. However, a
delivered preprogrammed exercise shall also be provided that combines the
scenarios in a format consistent with the conduct of the course. The instructor
shall be provided the capability of saving a created exercise on disc media to
be used at a later date.
3.2.1.1.3 Freezing of the simulation. The instructor station shall be provided
--------------------------
with the capability of freezing the simulation at any or all trainee firing
positions. Freezing a firing position shall have the effect of disabling the
weapon. Although the target acquisition system of 3.2.1.5 may still be
operable, the computer shall not command a response to the data it might
receive, i.e., shall not provide a report, recall or indication of a round
fired. When the freeze is enabled during Mode I operation, the student's
simulated weapon shall be disabled, not allowing any further rounds fired to
register (for the selected trainee firing position). This freeze may be
initiated on any or all trainee stations. During Mode 2 operation, the
instructor station shall be provided the capability of 1) freezing/disabling any
firing position; or 2) freezing/disabling all firing positions and the visual
scene being projected. This shall provide the capability to 1) disable firing
positions while continuing the video display for the remaining firing positions;
or 2) freezing the whole simulation, respectively.
3.2.1.2 Trainee firing positions. Each of the trainee firing positions shall
------------------------
be capable of supporting each type of weapon specified. All firing positions
shall be capable of firing simultaneously without performance degradation to any
other firing positions.
6
<PAGE>
3.2.1.2.1 Zeroing the simulated weapon for system correction. Before entering
--------------------------------------------------
any mode of operation, the training system-shall support the capability of
zeroing the weapon. This capability shall be used to ensure the sight alignment
integrity of the weapon.
3.2.1.2.2 Modes of operation. There, will be two basic modes of operation
------------------
relative to the simulated course of firing. The subparagraphs below describe
the required performance for each of these modes.
3.2.1.2.2.1 Mode 1 operation. In Mode 1, any number or all firing positions
----------------
shall be capable of being enabled. Once the submode is selected and the number
of firing positions enabled, the instructor station shall be provided the
capability of selecting the environment which is desired for the selected fire.
These conditions shall include different weather environments, as follows:
a. Wind (simulated from 0 mph to 30 mph in increments
b. Fog.
C. Dusk/Dawn lighting.
The computer shall calculate the wind condition effect on the fired rounds and
display the fired round accordingly. At this point the computer will initiate
the scenario (or exercise, if chosen) which was selected by the
operator/instructor at the instructor station. Targets for the M16A2 and M9
Marksmanship Courses shall be presented as in Chapters 9 and 14 and Appendix E,
Fleet Marine Force Manual (FMFM) 0-8, Basic Marksmanship.
3.2.1.2.2.2 Target Simulation. The target distances shall be simulated by
-----------------
scaling the target size appropriately so that the actual distances are
accurately represented. In addition, target presentation shall include the
appropriate raising/lowering of the target as a design goal, and spotting, as a
minimum. Time allotted for each string of fire shall be adjustable by the
instructor/operator. A combination of computer generated graphics and video
projections may be used in achieving the simulation. Each target shall react to
student firing for the respective firing position in accordance with FMFM 0-8,
just as in the actual course, independent of the other firing position and
targets. Graphics or video projections are permitted, or any combination, in
achieving the projection of the simulated targets. Graphics overlays shall also
be used in projecting the fired rounds and any messages/prompts that might be
required ( in the case of the KD course, graphics may be used to provide for the
spotting of the round impact). The spotting feedback shall be delayed for three
(3) seconds after the shot is fired. The weapon shall be disabled until the
spotting is presented.
7
<PAGE>
3.2.1.2.2.3 Windage requirements. During mode 1 operation, the simulated
--------------------
program shall allow instructor selected wind effects to be introduced at the
beginning of each scenario or exercise. Selection of the wind characteristic
shall include introducing a simulated 3 o'clock or 9 o'clock wind between 0 to
30 mph in increments of 5 mph (a total selection of 12 different wind patterns).
The simulated wind flag shall be depicted as in Figure 6-4 of FMFM 0-8.
3.2.1.2.2.4 Simulated course scenarios. As aforementioned in 3.2.1.1.2, the
--------------------------
courses shall be provided as scenarios that represent strings of fire, with a
preprogrammed exercise including the pertinent scenarios to the course
represented. The scenarios shall be developed to follow the courses as outlined
in FMF 0-8, to include the following strings of fire:
3.2.1.2.2.5 9MM Service Pistol Qualification/Requalification Course
-------------------------------------------------------
<TABLE>
<CAPTION>
Range Time Rounds Method Target
(Yards)
<S> <C> <C> <C> <C> <C>
Stage 1 25 Yards 10. min. 15 Slow-Fire, Single Action E-SA
Stage 2 7 Yards 3 seco. 5 Fired dble action E-SA
in 5, one rnd drills
Stage 3 7 Yards 4 sec. 8 Fired in 4, two rnd E-SA
drills, 1st rnd in ea
drill is dbl action
Stage 4 15 Yards 20 sec. 12
</TABLE>
3.2.1.2.2.6 M16A2 Known Distance (KD) Marksmanship Course
Utilizing M16A2
<TABLE>
<CAPTION>
Range Time Rounds Target Position Sling
(Yards)
<S> <C> <C> <C> <C> <C> <C>
Slow Fire 200 total 5 "A" Sitting Loop
Stage 1 time 5 "A" Kneeling Loop
20 min. 5 "A" Standing Parade
Stage 2 200 60 sec. 10: "D" Standing to Sitting Loop
Rapid Fire
Stage 3 300 5 min. 5 "A" Sitting or Kneeling Loop
Slow Fire
Stage 4 300 60 sec. 10" "D" Standing to Prone Loop
Rapid Fire
Stage 5 500 10 min. 10 "B Mod" Prone Loop
Slow Fire
Slow Fire
</TABLE>
Two magazines with five rounds each.
3.2.1.2.3 Mode 2 operation. In Mode 2, the capability to select either
----------------
shoot/no-shoot scenarios or combat scenarios, along with the number of enabled
firing positions, shall be provided. Further, for shoot/no-shoot, weapon
selection for each firing position shall also be designated prior to
commencement of scenarios. The video sequences shall be video segments of
8
<PAGE>
appropriate targets as outlined in 3.8.3, for combat scenarios and as required
in 3.2.1.2.3.2 for shoot/no-shoot.
3.2.1.2.3.1 Target simulation. Targets shall consist of individuals that
-----------------
present a potential life-threatening situation, in the case of shoot/no-shoot
scenarios, and enemy personnel and equipment, in the case of combat scenarios.
In order to ascertain which firing position fired a round at which location, a
means for the computer to distinguish between firing positions shall be provided
as required in 3.2.1.5. Once the computer has determined which firing position
has fired at which target, a graphic overlay shall be projected over the target
to indicate a hit, in accordance with the criteria outlined in 3.2.1.3. The
overlays shall be coded to correspond to a particular firing position or weapon
in order to identify the firing position responsible. Enveloping a target shall
consist of establishing a database to distinguish each target's kill area from
all other areas on the projection. This is necessary to ascertain a hit so that
the appropriate simulated reaction can occur. The instructor shall be provided
the capability of introducing the environmental conditions of 3.8.2.
3.2.1.2.3.2 Simulated shoot/no-shoot scenarios. The scenarios presented depict
----------------------------------
typical situations which Military Police face in the execution of their duties.
The contractor shall be responsible for developing the necessary simulation
software. For every scenario which involves a life-threatening situation in
which the correct response by the trainee is to fire, there shall be an exact
situational scenario in which the potential for the life-threatening act does
not materilize. The scenario shall continue until a hit is scored on the target
or until the effective time frame to engage the potential threat has expired.
Once a hit is scored, the scenario shall freeze. Messages shall be provided the
trainee as to the correctness of his decision to fire, the accuracy of the
rounds fired and the response time of his fire as defined by the start of the
threat.
3.2.1.2.3.3 Close Quarter Battle/Marine Security Guard and Marine Corps
-----------------------------------------------------------
Security Force scenarios. These scenarios depict potential life-threatening
- ------------------------
situations in confined areas (such as in a building or aboard ship). The
scenario shall continue until all targets are neutralized or until the effective
time frame to engage a potential threat has expired. Once all targets are
neutralized, the scenario shall freeze.
3.2.1.2.3.4 Simulated combat scenarios. The scenarios presented shall depict
--------------------------
typical situations in which a fire team, squad or individual might face during
combat. The script shall be further developed (by the contractor) to include
necessary dialogue, sound effects, detailed actions, and direction given at the
time of filming. Scenarios shall not exceed, as a design goal, 15 minutes in
real-time. The scenarios shall, in specified instances, be developed to include
different video sequences
9
<PAGE>
which are a progression of events of the same situation or which are reactive to
the fire team action/response. The time necessary to transition from one video
sequence to another within the same scenario shall not exceed 1 second. Once a
target has sustained a hit in the target's kill envelope, a kill indication
shall be provided and the target shall be removed from the scenario.
3.2.1.3 Indication of rounds fired. Fired rounds shall be depicted graphically
--------------------------
on the large screen display in the location which sustained the simulated fire.
The location of the round displayed shall be consistent with the weapon
ballistics and the simulated distance of the target. Ballistic considerations
of the projectile are such things as lead of the target, maximum range, rate of
fall, velocity, etc. Further, the rounds shall be coded to correspond to the
firing position which fired the round so that the individual responsible can be
identified.
3.2.1.3.1 Marksmanship rounds. During the RD Course, the rounds fired need not
-------------------
be displayed correctly in size since the size of the rounds would not actually
be capable of being seen at the distances depicted. However, spotting shall be
consistent with the location of the simulated rounds fired and the impact on the
target of the round fired shall be consistent with weapon ballistics when the
targets are projected in the close-up perspective required of 3.2.1.7. During
the Pistol Course, rounds fired shall be displayed correctly in size consistent
with the weapon's ballistics, as well as the location.
3.2.1.3.2 Shoot/No-shoot rounds. During shoot/no-shoot scenarios, simulated
---------------------
impact of rounds fired shall be displayed dynamically on the screen as the
scenario progresses. However, the only rounds displayed during the progression
of the scenario shall be the rounds which have scored a hit on the target's kill
envelope;
3.2.1.3.3 Close Quarter Battle/Marine Security Guard and Marine Corps Security
--------------------------------------------------------------------
Force rounds. During the scenarios, simulated impact of rounds fired shall be
- ------------
displayed dynamically on the screen as the scenario progresses. However, the
only rounds displayed during the progression of the scenario shall be the rounds
which have scored a hit on the target's kill envelope.
3.2.1.3.4 Combat rounds. During combat scenarios, rounds fired shall be
-------------
displayed on the screen only during the instructor playback of 3.2.1.7.2 (these
rounds need not be projected consistent with the ballistic size of the weapon,
but shall, however, be consistent with the ballistic location).
3.2.1.4 Weapon performance. Each training system firing position shall accept
------------------
and operate the following simulated weapons. operation of multiple weapons
simultaneously from a single firing position is not required.
10
<PAGE>
a. AT4.
b. M2 (.50 cal).
c. M9.
d. M16A2.
e. M240G.
f. M203.
g. MK19.
h. MP5.
i. SAW.
j. Service Shotgun (12 gauge).
k. SAW
The weapons shall look and function like the actual weapons to the degree
specified herein. Each weapon shall be capable of firing during the shoot/no-
shoot and combat scenarios and shall accurately represent the ballistic
characteristics of the weapon.
3.2.1.4.1 Weapon weight specifications. The simulated weapons shall possess
----------------------------
the same weight and weight distribution as the actual weapons within a 5 percent
tolerance. Any modification necessary to an actual weapon, if actual weapons
are used, to accommodate the simulation shall be counterbalanced to maintain the
correct weight distribution of an unmodified weapon. However, it is not
required that a fully loaded magazine (as described in 3.7.2.1.2) be simulated
with the correct weight and weight differential with depletion of rounds.
3.2.1.4.2 Weapon recoil. Weapon recoil shall be provided in accordance with
-------------
the requirements of 3.7.2.1.2.
3.2.1.4.3 Other weapon characteristics. The weapons shall be simulated to
----------------------------
include all functional characteristics of the weapons, to include manual slide
action, active hammer, magazine release, etc. The simulated trigger pull shall
be provided the same resistance as the actual weapons, to within a five percent
tolerance.
3.2.1.4.4 Future Weapons. The system shall be flexible in design so as to
--------------
allow use by weapons, not required herein, that may be added at a later time.
This includes presently existing weapons, such as the Uzi 9mm and magnum .357
revolver, or future replacement weapons such as the SRAW for the AT-4.
11
<PAGE>
3.2.1.5 Target acquisition and resolution. In order to provide the simulated
---------------------------------
performance required by 3.2.1.2.2 (with subparagraphs) and the data of 3.2.1.7,
the training system shall provide a means by which the weapon's aimed position
and its relative position on the large screen display is accurately maintained
simultaneously for each firing position. On screen locations must accommodate
the changes needed for position changes (prone, kneeling, sitting and standing).
The accuracy required to be maintained in determining the weapon's aimed
location on the screen shall be better than 300 microradians for video disc
projection and better than 150 microradians for digitized video when aiming
perpendicular to the screen. Further, the target acquisition method shall be
capable of distinguishing which firing position fired which round. If a laser,
reflective screen and camera detector system is used, the laser used shall be
eye safe, and its wavelength shall not be within the visible spectrum per MIL-
STD-1425A. The system must provide the same highly accurate results any time
the system is moved from one location to another.
3.2.1.6 Visual projection and resolution. The visual system shall include a
--------------------------------
projection system and large screen display. Computer generated imagery is
required for training scenarios that exceed 1000 meters. Video disc technology
may be used for training at projected distances of less than 1000 meters.
Visual projection shall be upon the large screen display of.3.7.3.1.1. In the
area of marksmanship, each target shall be visually projected to be of equal
perspective as the actual target from the distances required by the courses. As
a minimum requirement, visual resolution shall be of sufficient quality to
depict the targets to a level which provides for clear discernible
identification of the targets.
3.2.1.6.1 Real images or graphics. The projected images shall be provided as a
-----------------------
combination of real and graphic images. Real images are defined as images which
are generated from filmed images of live personnel and actual terrain. Graphic
representation of marksmanship targets are permitted, as are special effects
imagery necessary to provide such things as the environmental effects and
simulated explosions. Graphics shall be permitted for generation of cover and
some scenery. The targets presented during shoot/no-shoot and combat scenarios
shall be real images, unless it can otherwise be demonstrated that graphically
generated images provide increased or equal realism and also provide some
benefit to the training system. Prior approval from the Government shall be
required before implementation.
3.2.1.7 Performance data. The trainer shall provide immediate feedback
----------------
regarding aiming point, recoil, reaction time, impact of rounds, engagement
time, rounds fired, and an indication of success or failure.
12
<PAGE>
3.2.1.7.1 Performance data for Mode 1. The training system shall maintain the
---------------------------
following performance data during Mode 1 operation:
a. The number of rounds fired shall be displayed for each position at the
CRT terminal of 3.7.1.2 The system shall also provide the capability of
displaying the number of rounds fired to view on the trainee's target
display (placed above the target) to be enabled at the discretion of the
instructor/operator.
b. A real-time display of shots fired shall be maintained for each firing
position at the CRT terminal of 3.7.1.2, using graphic depictions of the
target. This display shall be depicted from a close-up perspective
(enlarged perspective of the target). The instructor shall be provided
the capability of reviewing any one firing position or all four firing
positions on a split screen mode. This data will also be stored in
memory for subsequent playback, maintaining a record of shot placement
and order of placement. The playback shall be capable of being
projected on the trainee's display from a close-up perspective (enlarged
perspective of the target) or at the CRT terminal of 3.7.1.2. Hard copy
record of shot placement and order of placement shall also be provided.
The hard copy shall display the silhouette of the target with the
location of the rounds and the number of the round fired.
c. A running trace of student aiming, firing and post firing movements
shall be displayed at the CRT monitor of 3.7.1.2 for each round fired.
The operator shall be provided the capability of enabling or disabling
this function. The display shall be presented in real-time for each
round fired. This real-time display is required for only one student
firing position at any one time. A record shall be maintained of the
movement one second prior to firing and three tenths of a second after
firing, with indications of shot Placement. The portion of the trace
nine tenths of a second prior to firing, the portion of the trace 1
tenth of a second prior to firing and the portion of the trace after the
firing shall be shown in different colors. The playback shall be shown
in motion. This capability shall be enabled/disabled at the discretion
of the
instructor/operator. Additionally, unless otherwise saved on disc
media, the record will only be maintained for the most recent string of
fire. The playback will be capable of being printed and displayed on
the trainee target screen.
3.2.1.7.2 Performance data for mode 2. The performance data shall be similar to
---------------------------
that maintained for Mode 1. A running trace
13
<PAGE>
(see 3.2.1.7.1 c.) is required to be maintained. A record of shot placement
shall be maintained for each firing position and the playback shall present the
video sequence with the indication of rounds fired. Playback in Mode 2 shall
show all rounds fired. Neither a real-time display or playback capability is
required for presentation on the monitor of 3.7.1.2. Playback is only required
for presentation on the large screen display.
3.2.1.7.3 Cumulative Data. The system shall have the capability of providing
---------------
cumulative data. This data shall include and be retrievable by number of rounds
fired by weapon system and/or by shooter ID over incremental periods of time
ranging from one to twelve months. Other required data shall be the capability
to track marksmanship scores and ratio of hits and misses on combat ranges.
This data shall be stored on a magnetic media, either floppy or fixed drive.
3.2.2 Physical characteristics.
------------------------
3.2.2.1 Electromagnetic requirements. The trainer system shall meet the
----------------------------
requirements-of MIL-STD-461, Part 4, Conducted Susceptibility (CS06). The
following subparagraphs for commercial off-the-shelf (COTS), as defined in the
SOW, or new design equipment(s) shall apply, to ensure trainer system inter and
intra-compatibility.
a. COTS Equipments. All items of electronic, electrical and
electromechanical equipment (analog or digital operation) furnished as
part of the trainer system that are defined as COTS equipments shall
meet the requirements of the Federal communications Commission (FCC)
Rules and Regulations Part 2, Subpart J and Part 15, Subpart A and J.
b. New Design Equipments. All items of electronic, electrical and
electromechanical equipment furnished as part of the trainer system that
are of new design shall utilize the limit requirements for CE03 and RE02
of MIL-STD-461, Part 1 and 4 as a design goal.
c. Audio/Intercommunication Systems. The audio/ intercommunication systems
shall meet the signal-to-noise ratio and crosstalk requirements of MIL-
C-29025 paragraph 3.6 (b) and (c).
d. Trainer System/Device Electrostatic Discharge (ESD) effects. The
trainer system/device shall not exhibit any degradation of performance
when subjected to ESD to switches, chassis and frames.
3.2.2.2 Equipment room sizes. The ISMT shall be designed to be fully
--------------------
operational in a minimum room size of 30'L by 14'W by 8'H.
14
<PAGE>
The IST shall require a room size no larger than 30'L by 38'W by 8'H.
3.2.2.3 Ceiling height. Unless otherwise specified, the ceiling height in all
--------------
areas will be 8 feet.
3.2.2.4 Equipment size. The trainer equipment shall be sized for the following
--------------
conditions:
a. Computer equipment. All computer equipment shall be capable of passage
through a 3'-0 wide by 6'-8" high opening.
b. Instructor and other consoles. Instructor and other consoles shall be
designed in accordance with the requirements of MIL-STD-1472. In
accordance with this requirement, the consoles shall be capable of
passage through a 3'-0" wide by 6'8" high opening.
3.2.2.5 Trainer maintenance access. The device shall allow a minimum of three
--------------------------
(3) feet clearance from adjacent equipment or walls for passageways,
maintenance, air circulation, and free movement of equipment except for surfaces
requiring no maintenance access.
3.2.2.6 Raised flooring. The device shall not be designed to require raised
---------------
flooring.
3.2.2.7 Ground resistance. The facility earth ground system will have a
-----------------
maximum resistance to earth of 10 ohms.
3.2.2.8 Power. The equipment shall be designed to utilize a standard 120 vac,
-----
60 Hz, 15 Amp, single phase power wall receptacle.
3.2.2.8.1 Power design. The equipment shall be designed to meet the
------------
requirements of the NFPA-70.
3.2.2.8.2 Power factor. The equipment shall exhibit a power factor greater
------------
than a value of 0.9 during normal operation at the voltage level.
3.2.2.8.3 Frequency. The equipment shall be designed to tolerate an input power
---------
frequency of 60 Hz + 1 percent.
-
3.2.2.8.4 Power line monitoring and protection. The trainer shall be protected
------------------------------------
against damage and malfunctions resulting from power line abnormalities.
3.2.2.8.5 Power interruption. The equipment shall be protected from permanent
------------------
damage, modification of characteristics, and loss or change of computer
stored memory information (hard disk only), resulting from a power
interruption with power restored within 1
15
<PAGE>
to 30 seconds and occurring not more than once every five minutes.
3.2.2.9 Equipment cooling. The contractor shall design his equipment to
-----------------
operate within the standard temperature and humidity ranges specified in
3.2.5.1.
3.2.2.10 Trainer utility power. Trainer utility electrical power maintenance
---------------------
receptacles shall be provided by the contractor.
3.2.2.11 Facilities. The Government-furnished trainer facilities will be
----------
provided in accordance with current fire and safety standards of local
and Federal Governments. The training equipment manufacturer shall
design and construct the equipment in such a manner that, upon
installation and integration, the total training system shall comply
with current local and Federal Government safety requirements and the
provisions of this
specification. Furthermore, the design of the trainer or the description for
its usage shall be in accordance with requirements of OSHA 2207
Handbook, to include consideration for ventilation and noise
suppression. The design of the trainer shall not incorporate any
asbestos material.
3.2.2.12 Set-up Time. It shall take four Marines no more then four hours to
-----------
take an ISMT out of it transit cases and make its operational for
training. This includes completion of all required pre-training
diagnostics and adjustments.
3.2.3 Reliability. Reliability shall be in accordance with the following
-----------
requirements and shall be applicable to the total trainer hardware,
unless otherwise specified.
3.2.3.1 Reliability quantitative requirements. Quantitative serial reliability
-------------------------------------
requirements for the trainer shall be as follows:
a. The minimum acceptable mean-time-between-failure (MTBF) for the entire
trainer shall be 396 hours (required), 560 (desired).
b. The trainer shall be designed to be used 10 hours per day, 6 days per
week, 48 weeks per year, for 10 years without a major overhaul.
3.2.3.2 Weapons Reliability. Individual weapon reliability shall be based on
-------------------
the number of recoils or rounds fired between failures. The contractor shall
present and justify the stated weapon reliability.
3.2.3.3 Parts selection. Only Government standard parts, as defined in
---------------
the part control program requirements of the SOW are authorized for use
in the design, production, and provisioning of
16
<PAGE>
trainer unique equipment (TUE). Nonstandard parts shall require
Government approval in accordance with the parts control program.
3.2.3.4 Stress derating criteria. All TUE shall be subject to Class A
------------------------
derating criteria of AS-4613. The semiconductor junction temperatures
for electronic devices under worst-case circuit and environmental
conditions shall be derated to 43 degrees centigrade. Verification
shall be accomplished by performing a thermal survey in accordance with
testing requirements of paragraph 4.5.2.2.8 of the SOW.
3.2.4 Maintainability. Unless otherwise specified, maintainability shall
---------------
be in accordance with the following requirements and shall be applicable
to the total trainer hardware.
3.2.4.1 Maintainability quantitative requirements. Quantitative
-----------------------------------------
maintainability requirements for all trainer hardware, including NDI
equipment, shall be a Mean-Time-To-Repai (MTTR) of 30 minutes and a
maximum-repair-time (MMAX) of 60 minutes to the 90th percentile for
unscheduled maintenance. Scheduled maintenance shall be organized into
work packages in accordance with MIL-M-82376 with a maximum mean-
preventive maintenance-time (MPT) of 60 minutes per day.
3.2.4.2 Maintenance activity definition. For the purpose of this purchase
-------------------------------
description, the following definitions apply:
a. Scheduled maintenance. Those tasks performed at predetermined time
intervals in accordance with maintenance documentation prepared by the
contractor to ensure continuous satisfactory operation of the
equipment.
b. Unscheduled maintenance. Those corrective maintenance tasks performed
on-line at the device by operators/instructors or contractor
maintenance support personnel to remedy malfunctions and return the
device to an operable status.
3.2.4.3 Qualitative maintainability. General maintainability. characteristics
---------------------------
of the trainer shall be as follows.
3.2.4.3.1 Special tools. Special tools developed for the trainer shall be kept
-------------
to a minimum. Special tools developed for servicing the trainer shall
be provided concurrently with and as a part of the trainer.
3.2.4.3.2 Design for testability. Design for testability shall provide for
----------------------
electrical and mechanical design features that will allow the
operational status of the trainer system and its major assemblies and
subassemblies to
17
<PAGE>
be determined in a timely and economical fashion without the need for
extensive and complex ancillary test support facilities.
a. Fault isolation programs shall be provided that shall assist the
operator to determine the problem to a subassembly level. The
isolation programs shall be consistent with the maintenance
concept outlined in the SOW.
b. Mechanical design considerations shall include the use of
industry standard connector pin positions for power, ground,
clock and test point access. Utilization of zero insertion force
connectors should be used on large, high removal rate boards.
c. Electrical design shall include the separation of digital and
analog circuitry. If more than one function is placed on a
board, ensure that each function can be tested independently.
Provide for electrical isolation of free running clocks, random
access memory and monostable multivibrators. Provide test points
to "control" initializations, feedback loops, buried logic, and
counter chains. Connect all unused inputs to either logic high
or low.
The above requirements for mechanical and electrical design considerations do
not apply for COTS equipment.
3.2.4.3.3 Lamps. All lamps used in the trainer shall be replaceable from the
-----
front. Government authorized NDI are exempt from this requirement.
3.2.4.3.4 Blown fuse indicator lights. Blown fuse indicator lights shall be
---------------------------
provided and shall be visible on the outside of the equipment racks when all
doors are closed and when standing in front of the racks. Government authorized
NDI and GFE are exempt from this requirement.
3.2.4.3.5 Accessibility. Accessibility characteristics shall conform to the
-------------
requirement 36 of MIL-STD-454M and the following.
3.2.4.3.5.1 Cable slack. Adequate cable slack and cable bending features shall
-----------
be provided to assure full extension access to multiple equipment extensions
during maintenance. Adequate cable slack shall also be provided in the cables
behind equipment panels to permit removal of each instrument, display, or
control panel and disconnection from associated cables in one maintenance
operation from the front of the equipment.
3.2.4.3.5.2 Assemblies. Channel guided sections with tracks, rollers, or
----------
pivots, or a combination thereof shall be used for
18
<PAGE>
providing accessibility to units, assemblies, subassemblies, and parts.
Automatically operated locking devices shall be provided to lock the chassis in
the servicing position as well as in the fully opened and fully closed
positions. The design of each major assembly, subassembly, and unit of the
training system, shall permit access to its interior components and parts for
maintenance. It shall not be necessary to displace or remove wires, cables,
subassemblies, or assemblies in order to gain access to mounting screws, test
points, adjustment points, lubricating points, and the like. Where visual
inspection is necessary, and open access is not feasible, transparent access
panels shall be used. The placement of parts shall be such as to provide space
for the use of test probes and soldering tools. Assemblies subject to
replacement or service shall not be permanently secured.
3.2.4.3.5.3 Wiring board extender cards. Where connector termination points
---------------------------
are not accessible for testing, extender cards shall be provided. Extender
cards shall have matching indexing system and shall be identified with their
corresponding wiring boards. Insulating materials shall not be applied to the
conducting surfaces.
3.2.4.3.5.4 Covers, panels, and doors. Hinged covers and doors shall be
-------------------------
retained in their open position; and when opened, shall not cause the equipment
to become unbalanced. A chain fastened to the equipment shall be used on
removable covers for which no convenient location for depositing the cover is
available during maintenance. Front panels containing parts which require
maintenance such as instruments, switches, potentiometers, and the like, shall
be hinged. Where parts or assemblies are mounted on hinged doors, panels, or
covers, electrical ground return shall not depend on the hinge contact for
electrical continuity. A separate grounding means shall be provided for the
electrical ground return. Locking devices shall be installed on the panels to
retain them in the open position to permit accessibility to all parts mounted on
the panel and to prevent damage to the panel or injury to personnel performing
maintenance. Commercial company names or "log's" shall not be affixed or
stamped to or into any portion of the training device cover(s).
3.2.4.3.5.5 Handles. Handles and hand grips shall be provided for removing
-------
units or chassis from enclosures. Handles on enclosures shall be recessed.
3.2.4.3.5.6 Replacement of modular assemblies. Plug-in techniques shall be
---------------------------------
used to permit replacement of modular assemblies. All modular assemblies shall
be designed so that they can be inserted into the equipment in one position
only. Sockets shall be oriented in the same direction and positioned so that
the sockets are visible. Modular circuits shall be grouped in functional units.
19
<PAGE>
3.2.4.3.6 Identification and marking. Identification and marking of parts,
--------------------------
assemblies and equipment shall be in accordance with requirement 67 of MIL-STD-
454M, IEEE 200.1975, and the following requirements. These requirements are
applicable to TUE, unless otherwise specified.
3.2.4.3.6.1 Assemblies/units/modules. Assemblies and units shall be tagged in
------------------------
accordance with MIL-STD-130G. Plug-in modules shall be keyed or permanently
color coded so as to minimize the probability of incorrect connection/insertion.
Where keying or color coding is impractical, a permanent, legible directory, or
chart shall be posted conspicuously on, or adjacent to the equipment, showing
identification number and location or orientation of such module.
3.2.4.3.6.2 Non-Developmental Item (NDI) marking. Where NDI is authorized for
------------------------------------
use in the trainer, and the equipment external marking or identification of
controls, fuses, or connectors is absent, the contractor shall appropriately
mark or tag such items with function or rating. Where the equipment contains
plug-in modules which are not keyed so as to prevent incorrect connection or
insertion, the contractor shall provide a permanent legible directory or chart
showing identification number, location, or orientation of such modules, posted
conspicuously on or adjacent to the equipment.
3.2.4.3.6.3 NDI identification, nameplates, and labels. All nameplates,
------------------------------------------
instruction labels, and equipment identification furnished with authorized NDI
shall be written in the English language and numbering system.
3.2.4.3.6.4 Cable and wire markings. Cables and wires shall be permanently and
-----------------------
legibly marked in accordance with MIL-STD-454M requirement 67, and IEEE200.1975.
All disconnectable wires and cables shall be identified with "to-from" reference
designators in addition to "W" and "P" designations. This requirement applies
to all equipment categories (i.e., TUE, NDI, GFE). Types of disconnectables
include plugs, jacks, lugged terminals, push-on captivated wires. Jumpers or
links located on terminal boards, jacks or plugs are exempt from such marking.
Markings shall not damage the wires or cables attached to and shall be located
within approximately 3 inches from the terminal or plug, oriented in such a
manner as to be readable without removal of the wire or cable or support clamps.
Soldered or wire wrap connections shall be exempt from such marking. Examples
of cable and end marking are as follows:
a. Basic inter-cabinet cable:
[GRAPHICS]
b. Multiple destination cable:
20
<PAGE>
[GRAPHICS]
c. Terminal wire marking:
[GRAPHICS]
d. Daisy chain, continuous ribbon cable with clamp-on connectors:
[GRAPHICS]
NOTES
1. UNIT NO. PREFIX MAY BE OMITTED FOR WIRES OR CABLES ENTIRELY
LOCATED WITHIN THE SAME CABINET.
2. SUB-ASSEMBLY INTERNAL WIRING SHALL BE EXEMPT FROM THE REQUIREMENT
OF THIS SPECIFICATION CALLING FOR THE "FROM" MARKING.
3. FOR PURPOSES OF THESE MARKING REQUIREMENTS, UNITS COMPRISED OF
MULTIPLE CABINETS OR BAYS PERMANENTLY WELDED OR BOLTED TOGETHER
SHALL BE CONSIDERED AS HAVING SEPARATE CABINETS.
4. THE UNDERLYING CRITERIA FOR WIRE AND CABLE MARKING SHALL BE EASE
OF MAINTENANCE AND REDUCTION OF CHANCES FOR MISCONNECTION.
3.2.4.3.6.5 Terminals, boards, and strips. Terminals, boards, and strips shall
-----------------------------
be identified in a permanent manner to facilitate replacement of connections.
Where space limitations prohibit marking on the terminal, strip, or board, the
marking shall be on the chassis adjacent to the terminal, strip, or board.
3.2.4.3.6.6 ESD marking. ESD sensitive assemblies shall be marked in
-----------
accordance with MIL-STD-1686A. This requirement applies to trainer unique
equipment and NDI, including subcontracted equipment.
3.2.4.3.7 Cabinet door locks. All equipment cabinet doors shall be equipped
------------------
with key operated locks. The same shall open all locks.
3.2.4.4 Circuit card design. For economy of fabrication, maintenance, and
-------------------
testing, the trainer design shall use the concept of multiple application of
identical cards. Functions shall be apportioned to cards so as to take advantage
of standardization and commonality of components, but not to include so many
functions as to make it uneconomical to maintain. The use of circuit cards
exceeding 180 square inches in size shall require specific approval by the
contracting officer. The use of
21
<PAGE>
multilayer circuit cards shall be kept to a minimum. Unless specifically
approved by the contracting officer, multilayer cards shall not exceed 6 layers
of which the inner layers shall be used for signal carrying purposes. Printed
circuit cards shall be designed and fabricated per MIL-P-55110E and MIL-STD-
275E.
3.2.4.4.1 Circuit card connectors. Circuit card connectors shall have means
-----------------------
of positive connection without diminishing the life of the connector under
normal mating/unmating cycles. The use of circuit cards with connectors on more
than one edge shall not be allowed unless approved by the contracting officer.
3.2.4.4.2 Circuit card connectors, power, and ground. When the design of new
------------------------------------------
circuit cards is required, power and ground shall be placed on the same pin
number location on all card slots so that inadvertent insertion of a card in the
wrong slot will not result in damage to the card or to other parts of the
system.
3.2.5 Environmental conditions.
------------------------
3.2.5.1 Standard temperature and humidity. The equipment shall be designed to
---------------------------------
operate in an environment of 2 to 33 degrees Centigrade and a relative humidity
of 20 to 95 percent noncondensing.
3.2.6 Transportability. The trainer shall be designed to withstand, without
----------------
changes, stresses incidental to movement, handling in transit, hoisting, and tie
down aboard transporting vehicles, final installation, and use. The trainer
shall be capable of being transported with normal transportation methods. The
trainer shall be compact as possible to facilitate transportation requirements,
specifically amphibious shipping embarkation requirements. If necessary, the
trainer will be provided with Deployable Cases for amphibious shipping
embarkation, as specified below.
3.2.6.1 Transit cases. Consistent with the maintenance concept described in
-------------
the SOW, reusable transit cases shall be provided and stored at the Depot Supply
Support facility for frequent use as shipping containers for depot repair
parts/assemblies. The cases shall be modularized to allow for packaging of major
subassemblies of the training system.
3.2.6.2 Deployable Cases. The ISMT shall be capable of deploying aboard U.S.
----------------
Navy amphibious ships. In order to provide for this, Deployable Cases shall be
capable of packing up an entire system into cases that are hardened and
watertight. They shall be two-man portable with carrying handles, and fit
through openings no larger than 6'8"H by 3'W.
3.2.6.3 Portability. The trainer shall be designed for portability. The
-----------
design of assemblies and subassemblies shall
22
<PAGE>
not require permanent mounting to the facility structure. Any mounting brackets
or supports necessary for the training system components shall be provided by
the contractor. The supports themselves shall not require mounting in the
facility structure, but shall also be portable.
3.3 Design and construction. Design and construction of trainer hardware shall
-----------------------
be in accordance with the following requirements. NDI is exempted from these
requirements, unless otherwise specified.
3.3.1 Materials. Materials for all nonexempt equipment shall be as specified
---------
herein. Only those requirements for materials to be used in the fabrication of
this trainer shall be applicable to this contract.
3.3.1.1 Flammable materials. Flammable materials shall not be used in the
-------------------
fabrication of the trainer unless approved in writing by the contracting
officer. This requirement is applicable to the entire trainer.
3.3.1.2 Fungus-inert materials. Fungus-inert materials shall be used and shall
----------------------
conform to requirement 4 of MIL-STD-454.
3.3.1.3 Toxic materials. Materials producing harmful toxic effects shall not
---------------
be used. This requirement is applicable to the entire trainer.
3.3.1.4 Metals. Metals shall be of a corrosion-resistant material or of a
------
material given a corrosion-resistant treatment or coating.
3.3.1.4.1 Corrosion-resistant metals. The following are considered corrosion-
--------------------------
resistant:
a. Copper.
b. Brass.
c. Bronze.
d. Copper-nickel alloy.
e. Nickel-copper alloy.
f. Copper-beryllium alloy.
g. Copper-nickel zinc alloy.
h. Nickel-copper-silicon alloy.
i. Nickel-copper-aluminum alloy.
23
<PAGE>
j. Austenitic corrosion-resistant steels 302, 303, 304, 304L, 309,
310, 316, 316L, 322, 322A, and 347 as defined in FED-STD-66.
3.3.1.4.2 Dissimilar metals. The selection and protection of dissimilar metal
-----------------
combinations shall be in accordance with MIL-STD=889. Where electronic design
requirements preclude the insulation of incompatible metal combinations specific
attention shall be paid to isolating the combination from exterior environments.
3.3.1.5 Wood products. Wood products shall be treated for preservation, fire-
-------------
retardation, and termite protection, and shall conform to commercial Grade B or
better. Plywood shall conform to A-A 55057 and shall be treated for moisture and
fungus protection in accordance with MIL-W-18142.
3.3.2 Selection of parts. Parts selection shall be in accordance with the
------------------
parts control program requirements defined in the SOW.
3.3.3 Processes. Processes for the fabrication of non-exempt equipment shall
---------
be in accordance with the following requirements.
3.3.3.1 Protective finishes and coatings. Finishes and coatings shall be in
--------------------------------
accordance with MIL-STD-171. The essential requirements for paints shall be to
avoid a multiplicity of primers and topcoats. Generally, the finish system shall
be an epoxy primer with a polyurethane topcoat. MIL-P-23377 and MIL-P-53030 are
the preferred primers for use. MIL-C-22750 epoxy paint is the preferred topcoat
for interior surfaces. Application and quality control of paints shall conform
to the requirements of MIL-STD-171.
3.3.3.2 Corrosion prevention and control material prohibitions. The following
------------------------------------------------------
is a list of materials not acceptable:
a. Aluminum alloys 2024-T3 or T4; use T8 or 5000/6000 series.
b. Aluminum alloys 7075-T6; use 7075-T3, 7175-T7 or 7050 series.
c. Magnesium.
d. Precipitation hardening steels in H900, H950, or H100 tempers.
e. Graphite lubricants.
f. PVC and PVF plastics.
24
<PAGE>
g. Corrosive type RTV including MIL-A-46106 (yields acetic acid
during cure). Use MIL-A-46146 instead.
h. Rubber that is susceptible to ozone damage.
i. Teflon insulated, silver plated wire (Red Plague).
j. Class 3 conversion coating on aluminum.
k. Cadman plating for the applications listed in 3.3.3.5.3
l. Gold plated electrical coatings without nickel undercoating.
m. Silver plated electrical contacts.
n. Potting and foam material that are reversion prone.
o. Bare corrodible metal surfaces.
p. Materials not inherently moisture and fungus resistant.
3.3.3.3 Riveting. Riveting shall be accomplished in accordance with best
--------
commercial practice.
3.3.3.4 Electrical soldering. Electrical soldering shall be in accordance with
--------------------
best commercial practice.
3.3.3.5 Solderless electrical connections (wrapped). Solderless electrical
-------------------------------------------
connections (wrapped) shall be in accordance with best commercial practice.
3.3.3.6 Welding. Structural welding shall be accomplished utilizing best
-------
commercial practice.
3.3.3.7 Wiring practices. Internal wiring practices shall conform to
----------------
requirement 69 of MIL-STD-454.
3.3.4 Workmanship. Workmanship shall be in accordance with requirement 9 of
-----------
MIL-STD-454.
3.4 Documentation. Documentation requirements are identified in the CDRL
-------------
requirements, SOWs and Contract Schedule.
3.5 Logistics program requirements. The logistic program requirements are
------------------------------
contained in the ISMT/IST SOW and the contract schedule.
25
<PAGE>
3.6 Personnel and training. Training of personnel in the operation and
----------------------
maintenance of the devices described in this purchase description are called out
in the SOW.
3.7 Details of components. The trainer shall contain those major components
---------------------
required to provide the simulation characteristics specified herein, to include
the following:
a. Instructor station.
b. Weapons Firing System. Required Weapons are: M136 AT-4, M2 (.50
CAL) Machine Gun, M9 Pistol, M1642 Rifle, M240G Machine Gun, M203
Grenade Launcher, Mk19 Machine Gun, HK MP5 Sub-machine Gun, M249
SAW, Mk 153 SMAW, and Service Shotgun (12 gauge). The Weapons
Firing System also includes the Supporting Arms and Night Vision
training capability
c. Audio/Visual system.
d. Computer system.
3.7.1 Instructor station. The instructor station shall consist of the
------------------
following components:
a. Instructor station electronic enclosure.
b. CRT terminal and input device.
c. Printer.
d. Primary power control.
e. Storage area.
The instructor station shall include a commercial desk or equivalent with
matching chair combination and a durable work surface top.
The computer system, diskette drives, and other electronics shall be installed
within the desk enclosure with a recessed cable distribution panel available
through a hinged panel cover on the rear of the desk. The hinged panel shall
have a means of locking in the open position and keylocked in the closed
position. The computer system shall be compatible with the common hardware and
software architecture described herein.
An interactive CRT terminal and input device of 3.7.1.2 and a printer unit of
3.7.1.3 shall be provided for installation on the instructor station. The
simulation program and executive
26
<PAGE>
software shall be resident at the instructor station. One flexible and one 20MB
hard disk drive, or better, and the executive software shall be at the
instructor station to copy, duplicate, locally edit, and record changes to the
training system software programs.
3.7.1.1 Instructor station computer enclosure. The instructor station
-------------------------------------
enclosure shall house the computer and diskette drives. An EIA RS-232 serial
printer port, CRT and input device port and a spare EIA RS-232, 9600 baud
communications port shall be provided. The computer enclosure shall have a
lockable rear door that will provide access to the station electronics and cable
distribution panel. The cable distribution panel and the connections to the
panel shall be within the confines of the instructor station. Access shall be
provided through the front of the computer enclosure to each of the controls for
the various electronic equipment installed and to operate the media mounting
hardware, i.e., diskette drives.
3.7.1.2 CRT terminal/Input Device. The instructor station CRT terminal and
-------------------------
input device shall provide the instructor the capability to initiate and monitor
all system simulation, maintenance and test programs. The CRT terminal and
input device and the system computer shall provide the operator/instructor the
capability to control all trainer simulated functions. The terminal shall be a
color, high-resolution terminal which is capable of displaying the performance
data required by 3.2.1.7. The input device may consist of a mouse, trackball,
screen touch or similar device. A keyboard is also required in order to perform
software maintenance. Maximum use of function keys shall be used with keyboard
menu selections to provide control of the performance capabilities discussed in
3.2 as well as the capabilities for initiating maintenance routines.
3.7.1.3 Printer. A hard-copy line printer shall be installed on the instructor
-------
station to provide a permanent record of student performance data outlined in
3.2.1.7. The printer shall be provided with a mounted tray from which the
printer paper shall be supplied and received. The printer shall be activated
from the input device to selections provided on the CRT. Both tractor and
friction feed paper capability shall be provided for roll and fanfold paper.
The printer shall be a terminal only device. Thermal printers are not
acceptable.
3.7.1.4 Primary power control. The instructor station shall have mounted
---------------------
within the computer enclosure a master keyed lock switch, circuit breaker and
master control switch which shall remove all power from the instructor station.
The lock switch, circuit breaker, and master control switch may be combined into
one unit. A separate power indicator, shall be mounted next to the key lock
switch to indicate "POWER ON for the trainer.
27
<PAGE>
3.7.1.5 Storage area. There shall be a storage area to include partitioned
------------
areas to store documentation such as manuals and other hardware such as discs
and video media. The storage area shall be provided on the opposite side of the
computer enclosure.
3.7.2 Trainee firing position. The training system shall consist of four
-----------------------
trainee firing positions (in the ISMT configuration) and/or twelve trainee
firing positions (in the IST configuration). Each position shall be capable of
supporting any type weapon specified herein. For marksmanship, the firing
positions shall be designed to be a predetermined distance from the large screen
display on which the projected images shall be focused. All firing positions
shall be capable of firing simultaneously without performance degradation.
3.7.2.1 Weapons.
-------
a. Each simulated weapon shall be constructed so as to appear and feel
like the actual weapon. Appearance includes such characteristics as color and
location of controls, i.e., safety, etc. Feel includes such characteristics as
weight and weight distribution. Each simulated weapon shall also be constructed
to respond and function as the actual weapon, unless otherwise specified herein.
This includes concerns such as the capability to simulate single shot vs.
semiautomatic, bolt release, magazine release, active hammer, and slide action,
and sight adjustment, as applicable. The exception is that they shall not load,
chamber, fire, extract, or eject live ammunition. Weapons shall be
designed/modified to ensure that live rounds are incapable of ever being
chambered, to include nonrestoration of the weapon.
b. A flexible, external connection, non-interfering, may be used to
connect the weapons to the host computer and the recoil source, if necessary.
Such connections are the only allowable external, non-organic connections
allowed. Any such connections shall not change the weapons weight and balance.
These connections shall allow for free movement of the trainee for at least 10
feet from the firing position. The recoil mechanism shall be designed in a
manner which allows the shooter to transition from one firing stance to another,
e.g. standing to prone, without requiring adjustment of, or to, the recoil
mechanism. The recoil mechanism shall not hinder the shooter's ability in
obtaining a sight picture. All other components, eye-safe lasers, pneumatic
assemblies, electronic components and sensors shall be internal to the weapon.
Each weapon's measuring system transmitter shall be located within the weapon.
c. The weapons shall respond to the position of the selector lever.
That is, the weapon shall not be able to fire if the selector is on "safe".
When the weapon runs out of ammunition, the bolt shall lock to the rear, where
appropriate. The trigger shall operate normally and have a pull that replicates
the unmodified weapon. Tripod mounted weapons shall
28
<PAGE>
be able to accommodate the use of an unmodified traversing and elevating (T&E)
mechanism. The rate of fire shall be within 5% of the rate of fire for the
actual weapon. The maximum effective range for the simulated weapon shall match
that of the actual weapon. The instructor shall be able to change from one
weapon to another in less than two minutes, assuming that the same training
material is being used for both weapons.
3.7.2.1.1 Specific Weapon Characteristics. The following information is
-------------------------------
provided for specific weapons. It does not replace generic requirements nor
does it delete functions or features required elsewhere in this Purchase
Description.
a. M-16A2. Shall be capable of single shot and 3 round bursts. It shall
be provided with a sling and two magazines.
b. AT-4. Shall include an internal weight shift to replicate the firing
of the rocket and simulated backblast.
c. SMAW. Shall include launch effects similar to the AT-4. Additionally,
the 9MM spotting rifle shall function using the same laser and providing those
effects found in the actual weapon. The aim point may come from either the
spotting rifle or the SMAW tube.
d. Mk.19. The weapon shall be capable of operation from a tripod with
traversing and elevating (T&E) mechanism or from a universal or vehicle mount.
e. M2.50 cal Machine Gun. Shall be capable of operation from a tripod with
traversing and elevating (T&E) mechanism or from a universal or vehicle mount.
f. M203 Grenade Launcher. Shall include a simulated grenade launcher and
a full functioning simulated M-16A2. Rounds shall be loaded like the actual
weapon. The leaf and quadrant sights shall be fully operational and provide
accurate aiming to the target range. The trainee shall be able to shod either
weapon during a training exercise by loading and charging the weapon.
g. SAW. Shall include use of the bipod and accurate cyclic rate of fire.
The weapon must accommodate barrel changes using the same procedure for the
actual weapon.
h. M240G. Shall be capable of operation from a tripod and with a
traversing and elevating (T&E) mechanism. The weapon shall accommodate barrel
change using the same procedures followed for the actual weapon.
i. MP5. Shall be provided with a bi-lateral safety and shall provide the
correct rate of fire. Two magazines shall be provided with the weapon.
29
<PAGE>
j. M9 Pistol. Shall be provided with two magazines.
3.7.2.1.2 Recoil. Each weapon shall provide simulated recoil and shall perform
------
in accordance with 3.2.1.4 (with sub-paragraphs). The recoil system shall not
obstruct or hinder the ability to obtain a sight picture and fire the weapon.
Any attachment mechanism designed shall be capable of detachment from the
weapon, with the weapon still operable (without recoil). Detachment shall be
capable of being accomplished within 10 minutes. Primers are allowed for the
Service Shotgun only. The minimum recoil force for M16A2, M203, M240G, MP5, SAW
shall be 70% of the actual weapon recoil. The minimum recoil force for all
other weapons (M9, AT4, M2, MK-19, SHAW) shall be 15% of the actual weapon
recoil. The recoil requirement applies to all modes of fire.
3.7.2.1.3 Ammunition. All weapons shall be provided with appropriate type of
----------
simulated or dummy ammunition. All magazine fed weapons shall be provided with
two magazines and all belt fed weapons shall be provided with a belt of
ammunition. Belts shall not feed, they shall only sit in the weapon in order to
give the weapon the feel of loaded rounds. Single shot weapons shall be
provided with at least six rounds. Stand alone weapons shall be provided with
1000 rounds of dummy ammunition and the primer loading and reloading equipment
needed for support.
System controlled weapons using clips, magazines or belts of dummy ammunition
shall be loaded in exactly the same sequence of steps required with the real
weapon. The magazine provided shall be designed to permit the
operator/instructor to designate the number of rounds the magazine is permitted
to fire. Once the rounds permitted have been depleted, the weapon shall not be
capable of registering a hit on the large screen display, to include lack of
recoil and report. All weapons shall demonstrate that removal of the ammunition
(magazine, belt, clip or individual round) from the feed tray or magazine well
will result in an "out of ammunition" situation. In this condition, the weapon
shall not be able to fire. All weapons shall be provided the appropriate type
of ammunition (magazine or belt). Ammunition belts shall include the sensors
needed to register proper loading and unloading techniques. If a magazine or
belt is not loaded properly or comes misconnected during firing, the weapon
shall not fire until the trainee has executed proper immediate action
procedures.
3.7.2.1.3.1 Simulated Projectiles. All simulated projectiles must react in
---------------------
accordance with accurate ballistics for the weapon and type of round fired.
Additionally, they must react accurately to wind and time of flight. Shot
groups must be realistically disbursed consistent with the accuracy
characteristics of the real weapon using combat ammunition. The display system
shall depict a graphic presentation of rounds
30
<PAGE>
flying "down range" if that particular round is visible during normal firing
conditions (AT4, Mk 19, M-203, etc.).
3.7.1.3.2 Ammunition Effects. Ammunition effects shall be the same as the
------------------
actual round of ammunition in type of on screen depiction and effect on target.
That is, M-16 rounds would not damage a tank; they shall penetrate grass,
bushes, canvas and other soft targets. Area weapons shall reflect the proper
killing radius. Anti-armor weapons shall differentiate vulnerability of various
areas on a tank. Explosions that hit a target shall easily be differentiated
from those they miss. The trainer shall realistically portray the impact
signature of each type of sound.
3.7.2.2 Supporting Arms. The trainer shall provide the capability to conduct
---------------
forward observer (FO) procedures for mortars, artillery, and naval gunfire out
to a distance of 3000 meters. Video disc may be used for training at simulated
distances of less than 1000 meters. The trainer shall conduct forward air
control procedures for close air support and close-in fire support out to a
distance of 3000 meters. The FO shall be capable of training while other
weapons are firing. The trainer shall have the capability to link the FO with
the Fire Direction Center (FDC) and the guns of the firing unit for indirect
weapons (mortars and/or artillery) for crew training.
3.7.2.3 Night Vision. The trainer shall provide effective training during low
------------
light and darkness to the extent that night vision devices are required to
effectively engage targets while using any and all of the systems weapons,
3.7.2.4 Shoot-back Capability. The trainer shall have the capability to
---------------------
incorporate a shoot-back mode. The trainer shall shoot at a Marine wearing
MILES equipment or the contractor may propose some other means by which trainees
are attrited.
3.7.2.5 Ear protection. Five ear protection devices shall be provided with
--------------
each ISMT trainer to satisfy requirements of OSHA Handbook 2207. The ear
protection devices provided shall be sufficient to satisfy OSHA requirements for
suppression of the noise level created by the weapon report.
3.7.3 Audiovisual system. The audiovisual system shall support the training
------------------
system by projecting the targets and scenarios, and by providing the report of a
fired weapon.
3.7.3.1 Visual system. The visual system shall provide for a projected image
-------------
onto a large screen display. The system shall use computer generated imagery
for all training scenarios that exceed 1000 meters. The projected image
includes the targets as described in 3.2.1.2.2 (with subparagraphs). Graphic
overlays are permitted to demonstrate shot placement, spotting and targets in
Mode 1 marksmanship, and, in limited instances, to provide
31
<PAGE>
simulated cover during combat scenarios. The visual system shall consist of a
projector(s), image generator(s), a disc player (if used in combination with an
image generator) and a large screen display. The visual system shall not
require residence between the firing positions and the large screen display, or
otherwise be obtrusive to the firing positions and the view to the screen.
3.7.3.1.1 Large screen display. Consistent with the room sizes stipulated in
--------------------
3.2.2.2., the large screen display shall be a maximum of 144 inches wide and a
minimum of 120 inches wide.
3.7.3.2 Audio system. The audio system shall consist of two parts. The video
------------
sequence shall be provided with synchronized audio so as to provide necessary
dialogue and enemy fire during the shoot/no-shoot and combat scenarios.
Additionally, a sound system shall be provided that responds to the simulated
weapon report for each individual firing position shall be adjustable from no
sound to the actual weapon report, unless primers are used. The audio for the
student's report shall be provided the same intensity and pitch as the actual
weapon. Further, the report shall be projected in such a manner to maximize the
effect that the report is coming from the weapon.
3.7.4 Lighting system. The projection system shall be designed to be utilized
---------------
in a normally lighted classroom without degradation to the luminous intensity of
the images. The luminous ratio, as defined by MIL-STD-1472 3.18 and 5.2.6.6
(with subparagraphs) shall be 25:1. If it is not possible to achieve the
luminous ratio under ambient lighting, then a special lighting apparatus shall
be delivered with each trainer. The apparatus shall ensure that directional
lighting is provided the firing positions so that they may obtain a sight
picture, while darkening the area about the larger screen display sufficiently
to obtain the required luminous ratio (with the classroom lights extinguished).
3.7.5 Digital computer system and software requirements.
-------------------------------------------------
3.7.5.1 Trainer system processing resource. The trainer system processing
----------------------------------
resource shall consist of all digital computer system hardware and trainer
system software. The trainer system processing resource shall meet all
functional, operational simulation, control, processing, and design requirements
of this specification. In cases where the trainer system design requires
software development equipment for code generation which is independent of the
trainer simulation computer(s), the software development equipment shall be
delivered as part of the trainer support system of 3.7.5.1.4. Also if the
trainer system design includes software (firmware) developed for loading into
read only memory (ROM), all equipment required to support ROM loading shall be
delivered as part of the trainer support system of 3.7.5.1.4. The software
development equipment and ROM loading equipment
32
<PAGE>
shall be commercially available and include commercially available
documentation. Application software shall be capable of modification in order
to respond to changing training requirements.
3.7.5.1.1 Digital Computer System Hardware Requirements. The digital computer
---------------------------------------------
system shall be commercially available (COTS) general purpose digital computers
currently in production in a single or multiple processor configuration. For
all computers that are used, all equipment and software required to prepare
programs and data for those computers, including operating systems, editors,
compilers, assemblers, linkers, debug tools, configuration management tools, and
database management tools, shall be delivered with the support system of
3.7.5.1.4. All digital computer system equipment shall be selected to satisfy
the requirements of this specification in addition to the following
requirements:
a. All general purpose computers used in the trainer shall be identical
and completely interchangeable, or they shall all be selected from a
manufacturer's family of similar computers for upward compatibility.
It may be a different make and model in order to facilitate efficient
software development and maintenance in a host/target environment.
Provisions shall be incorporated for synchronization of and
communication between computers. The computer architecture shall be
such that the instruction and data word lengths shall be no less than
16 bits.
b. If a multiple processor configuration is used, the organization of
the integrated system shall be modular so that each processor
performs a well-defined function. Local and system bus interfaces
shall be commercially available configurations.
c. The digital computer system shall operate as an integrated system
along with the interface equipment, peripheral equipment, and
software needed to comply with the requirements specified herein.
The digital computer system shall provide simultaneous computation
for, and control of, the trainee stations, and instructor station.
Computer system peripherals (that is, terminals, printers, drives)
shall be hardware compatible with the USASCII Standard for coded
alphanumeric character sets as specified in FIPS PUB 1-1.
3.7.5.1.1.1 System operator's console. The instructor station shall be capable
-------------------------
of controlling all processors. The station shall provide for manual insertion
of instructions and data and shall provide operations and maintenance personnel
the capability to monitor the operation of each professor.
33
<PAGE>
3.7.5.1.1.2 System memory. Main high speed memory shall be provided and
-------------
installed with each processor and shall be used to store the total real-time
programs required for complete stimulation, control, and executive function, and
all constants, real-time data operands, intermediate results, and required spare
capacity.
3.7.5.1.1.2.1 Shared or reflective main memory. In multiple computer systems,
--------------------------------
if a shared or reflective memory is used, this common memory shall have capacity
to store all common variables required by more than one processor, and shall
have spare capacity of the same percentage as required for the main memory.
3.7.5.1.1.3 System spare capacity. The computer system shall provide spare
---------------------
capacities as follows:
a. Digital computer system spare processing capacity. The digital
computer system as installed and accepted shall provide the following
spare processing capacity. Not more than 50 percent of the
processing capacity (time) of the worst case frame of each computer
shall be utilized to meet real-time program and data processing
requirements of this specification.
b. Main memory spare requirements. Not more than 50 percent of the
installed main high speed memory of each computer shall be utilized
to meet the real-time program and data storage requirements of this
specification.
c. Spare disk requirements. Not more than 50 percent of storage
capacity of each hard disk shall be utilized in meeting the total
program and data storage requirements, including maintenance
utilities, of this specification.
d. Interface equipment spare requirements. Spare interface equipment
(and capability) shall be provided and installed. Not more than 80
percent of the interface channel capacity shall be utilized to meet
the requirements of this specification. The spare interface channels
shall include, but not limited to, all analog-to-digital, digital-to-
analog, and discrete interface devices and all serial and parallel
computer interface ports. The spare interface equipment shall be
distributed such that 20 percent spare for each type of channel shall
exist for each separate interface when the system is installed and
accepted.
3.7.5.1.1.4 Disk system requirements. Mass storage is required for the system
------------------------
in form of fixed or removable magnetic disk unit(s) and controller(s). The use
of real-time overlaying techniques from disk shall be limited to data only. The
disk storage shall not be used to reduce resident real-time program
34
<PAGE>
storage requirements for high speed memory. All real-time simulation and
control programs, all daily readiness, maintenance, test and diagnostic
programs, all software operating systems, data and initial condition rules and
display page data shall be stored on the disk.
3.7.5.1.1.5 Computer power operation. The digital computer(s) shall be capable
------------------------
of normal operation with the software operating system, memory test programs,
and central processing unit (CPU) test programs independent of interface power
(i.e., with interface power turned off, the processors shall run normally).
3.7.5.1.1.6 Computer I/O capability. The I/O system of the computer shall
-----------------------
provide the following:
a. Capability to input or output to and from one or more units of
peripheral equipment while continuing operation in the real-time,
simulation, and processing modes.
b. Capability to provide, under program control, interrupt lines by
which the computer can be interrupted by external discrete controls,
devices, or another computer.
c. An error checking feature to check I/O transfers.
3.7.5.1.1.7 Computer local area network. If the computer system includes a
---------------------------
loosely coupled configuration, a means of communication between all digital
computers in the trainer system, permitting the transfer of data and the real
time control of the trainer, shall be provided using commercially available
equipment and software. The data communication system shall, as a minimum,
provide the capabilities listed below.
a. Programs on one computer may exchange data with programs on another
computer in real-time.
b. Programs on one computer may share files stored in storage devices of
other computers.
c. Initial loads may be stored on one computer and loaded, on request,
to another.
d. Programs running on one computer may cause commands to be executed on
another (for example, stop and start).
e. An entire file may be moved from one computer to another at program
or operator request.
f. A system cold start shall be executable from the systems operator's
console which shall provide real-time display information of the cold
start process.
35
<PAGE>
This capability shall be provided without disconnecting or connecting
any peripheral equipment such as displays, disks, or tape drives.
3.7.5.1.1.7.1 Interface failure. Failure of a single network interface shall
-----------------
not affect the functioning of the remaining communication system.
3.7.5.1.1.7.2 System terminal access. The network shall enable the instructor
----------------------
station to operate logically as if it were physically and logically connected to
any of the digital computers in the system.
3.7.5.1.1.7.3 Expansion capability. The network shall allow the addition of
--------------------
digital computers by adding interfaces and transmission media only.
3.7.5.1.1.8 Digital computer speed. Each processor shall have adequate
----------------------
arithmetic, logical processing, input-output and memory access speeds to assure
real-time processing of all assigned functions (e.g., simulation, control and
the like). Each processor shall be sized and the program(s) shall be designed
and organized to be executed at speeds which will assure no discernible or
discrete stepping, oscillating, jittering or erratic behavior in display, or
instrument indications. The solution and iteration rates, and the algorithms
selected for programming the simulation shall provide a mathematical consistent
and stable solution of the simulation equations when selected to be executed on
the given processor(s).
3.7.5.1.2 Trainer Systems Software (TSS) programming requirements. TSS shall
-------------------------------------------------------
consist as a minimum, of the Trainer Operational CSCI programs, including code
developed for use in trainer hardware embedded and Trainer Support CSCI
processors and storage devices.
3.7.5.1.2.1 Design requirements. Trainer system software shall be designed,
-------------------
developed, and documented in accordance with the requirements of DOD-STD-2167A,
the SOW and this PD.
3.7.5.1.2.1.1 Program language. Previously developed software may be used with
----------------
the following restrictions. Any previously developed software that requires less
than 33 percent modification to the total lines of code (LOC) where the
modification includes; (1) a changed LOC; (2) a deleted LOC; or (3) an added
LOC, may be modified in the existing language. Any software that requires 33
percent modification, or more, shall require a request for a MIL-STD-1815 Ada
waiver. If no previously developed software is to be used, all contractor
developed software shall also require a MIL-STD-1815 Ada waiver. Use of assembly
language or other High Order Languages may be permitted in instances in which it
can be proven and justified that Ada is not capable of providing the desired
function(s). In
36
<PAGE>
those instances, request for waiver shall be submitted to the Procuring
Contracting Officer (PCO) for consideration.
3.7.5.1.2.2 Software components. Programs supplied with this trainer shall
-------------------
include, but not be limited to the following:
a. Real-time simulation, control, and processing programs. The real
time simulation programs shall perform all simulation, control, and
processing functions specified herein.
b. Off-line function data generation programs. In the event stored
function data are derived by an off-line computer programs, this
program shall be included in the CSCI package.
c. Maintenance and test programs. The maintenance and test programs
shall test the operation of both the computers and peripheral
equipment and the trainer simulation equipment. Maintenance programs
shall include but not be limited to the following:
(1) System daily readiness check program. Daily readiness check
program(s) shall be designed to enable operating personnel to
determine that the trainer is ready for operation. The program
shall utilize automatic sequencing through a series of static
inputs utilizing the normal iteration rate of the various program
modules. Provisions shall be made for automatic sequencing
through the program, or portions thereof, incrementally to verify
the desired output at each step. The operator shall have the
option of either proceeding, after he has noted the
discrepancies, or stepping the computers to determine the type
and nature of the failure through the use of the CRT
terminal/keyboard (where the nature of the malfunction makes this
feasible), or program halts at an address which can be related to
the malfunction by reference to a diagnostic manual. The systems
daily readiness check shall require less than 15 minutes.
(2) Real-time interface equipment diagnostic program. An on-line
diagnostic program shall test the interface equipment for
intolerance operation. The program shall provide a hard copy of
test result and nature of malfunctions.
(3) Discrete input and output checkout program. The design of this
program shall provide for checking the proper functioning of the
discrete input and output channels of the device. The program,
upon
37
<PAGE>
detecting a malfunction, shall indicate the failed channel to the
operator via on-line hard copy printout.
(4) Analog input and outputs checkout program. Programs shall be
provided to test all analog channels and devices through their
full range of operation. The tests shall be designed and
programmed so that accuracy limits can be specified by operator
inputs. All channels not functioning within design limits shall
be indicated to the operator via hard copy printout.
d. Computer diagnostic programs. Only commercially available diagnostic
programs for the selected computers shall be used. The programs
shall check the operation of the arithmetic unit, control unit, I/O
unit, memory unit, peripheral devices, and any other equipment
supplied by the computer vendor(s).
e. Operating system software. Only commercially available operating
system software for the selected computer shall be used. The
operating system software shall not be modified by the training
device developer. If a "Bare Machine" or "Bare Target" concept is
utilized, a commercially available, non modified, Ada Run Time
Environment (ARTE) shall be provided by the contractor.
f. Support software/hardware. All linkers, loaders and compilers
necessary to create, maintain, operate, and cold start the trainer
system shall be provided with the first device delivered, and shall
be utilized to perform a cold start of the trainer software. All
necessary hardware required for cold start shall be provided.
3.7.5.1.2.3. Physical tape description. The magnetic tape cartridge shall be
-------------------------
previously unused standard one-quarter inch wide computer grade magnetic tape
cartridges rated at 8000 BPIs or greater.
3.7.5.1.2.4. Recording mode and density. All recording shall be 8000 BPI in
--------------------------
accordance with ANSI X3.136-1986.
3.7.5.1.2.5. Source program tapes. Source programs shall be recorded on
--------------------
magnetic tape cartridges in USASCII characters (in accordance with FIPS PUB 1-
1).
3.7.5.1.2.6. Object program tapes. Object (compiler/assembler output and
--------------------
linked executable) programs shall be recorded on magnetic tape cartridge media
and in a form compatible with the trainer support system computer.
38
<PAGE>
3.7.5.1.2.7. Data tapes. Data required for operation of any of the trainer
----------
programs shall be recorded on magnetic tape cartridge in a form compatible with
the trainer support system computer of 3.7.5.1.4.1 and in the format required
for direct use by the program or for transfer to disk storage. The first file
shall be a textual description of the subsequent data including its formatting
characteristics and file structure.
3.7.5.1.2.8. Magnetic tape cartridge labeling. Each magnetic tape cartridge
--------------------------------
shall be labeled with an adhesive label which contains identification of the
contents of the tape. As a minimum, the label information shall be:
a. Training device type designation, contract number, and CDRL item
number.
b. Host computer type (manufacturer and model).
c. Recording density.
d. Content (e.g., source, object, data).
e. Creation date/revision date.
3.7.5.1.3. Design and coding constraints. Design and coding constraints shall
-----------------------------
be in accordance with the work tasks described by DOD-STD-2167A and the SOW.
3.7.5.1.4 Trainer support system. A trainer support system consisting of the
----------------------
following support system hardware and support system software shall be provided.
3.7.5.1.4.1 Support system hardware. The computer hardware proposed for the
-----------------------
support system shall be sufficient for effective software development and
maintenance of the trainer system. Specifically, the support computer system
hardware shall be comprised of new commercially available, off-the-shelf,
equipment that directly executes the support system software and shall include
as a minimum, the following:
a. System unit(s) that may be comprised of processors, memory, timers,
interfaces, chassis, busses or other electronic circuitry in an
integrated package(s). This unit(s) shall provide the necessary
computational resource necessary for the execution of the support
system software, and shall be selected to achieve effective,
efficient and reliable data processing for this project.
b. Operating console(s) consisting of a terminal and keyboard, which is
effective in controlling and communicating with the development
system. A personal
39
<PAGE>
computer which emulates a terminal for the proposed development
system may be used for this function.
c. Magnetic tape cartridge unit and controller. The tape unit shall be
8,000 BPI (bytes per inch). The tape unit shall meet the
requirements of ANSI X3.136-1986.
d. Floppy diskette unit with controller. The diskette unit shall be
compatible with that proposed for the trainer computer system.
e. Direct access mass storage device(s) which provides efficient
secondary storage of the support system software and the developed
trainer software. This equipment shall have sufficient capacity to
store the entire support system software, along with the developed
trainer software in its entirety, and not utilize more than 50
percent of the storage capacity (e.g., if the total software equals
10 MB then a single, hard disk with a minimum, formatted capacity of
20 MB shall be provided.
f. Sufficient main memory shall be provided such that, not more than 50
percent of the installed high speed memory shall be utilized for any
resident programs and data.
g. A tractor feed line printer, dot matrix, or laser printer capable of
printing a minimum of 132 America National Standard Code for
Information Interchange (ASCII) coded alphanumeric characters. The
character set shall be the 96 character set in accordance with FIPS
PUB 1-1. Printing, formatting and paper control shall be under
programmed control using ASCII control characters (e.g., space, tab,
line feed, end of transmission and the like). The printer shall be
capable of accepting and using fanfold paper having a maximum width
of 14 7/8 inches.
All proposed hardware shall be commercially available on the due date of the
proposal.
3.7.5.1.4.2 Support system software. The support system shall consist of an
-----------------------
operating system and utility programs as follows:
a. Only commercially available operating system software for the
selected computer shall be used. The operating system software shall
not be modified by the training device developer.
b. Trainer computer system utility programs consisting of, but not
limited to, assembler, loader, data conversion, memory dump and
printout shall be
40
<PAGE>
provided. If any contractor developed software is written in MIL-
STD-1815 Ada, a validated Ada compiler and all Ada Programming
Support Environment (APSE) tools (see 3.7.5.1.4.2.1) required for
life cycle support of the developed TSS shall be provided. In
addition, all necessary compilers, linkers, loaders, editors, and
debuggers shall be provided for any High Order Languages other than
Ada used in contractor developed software. Utility programs that are
obtained from the computer vendor shall not be modified by the
training device manufacturer. Where firmware is supplied as part of
the trainer development or as reusable software (i.e., the firmware
is not an integral, unmodified part of commercial equipment), then
the support system shall include an integrated capability of hardware
and software to allow the Government support activity to modify the
existing source or ASCII data and create new firmware devices under
software control.
3.7.5.1.4.2.1 Ada programming support environment. The Ada programming support
-----------------------------------
environment (APSE) shall consist of a tool set that has sufficient capability to
effectively perform the software functions required on this contract. The
minimal APSE tool set shall include:
a. A validated Ada compiler(s) whose certificate is valid on the due
date of the proposal. For the proposed compiler(s), the contractor
shall ensure thorough implementation of all necessary PRAGMAS and Ada
LRM Chapter 13 features needed to perform the software development.
b. A full screen editor with capabilities to view, develop, and modify
blocks of source code in a physical viewport, up to the effective
working size of the display device.
c. Linkers, loaders and any other necessary system software associated
with making software ready for machine execution.
d. An Ada source-level symbolic debugger which has the capability to
effectively provide the functions associated with dynamic analysis.
Specifically, the debug tool shall directly map the executable
machine code to the high level, Ada source statement, and provide
provisions for interactive user intervention (e.g., tracing
execution, setting breakpoints, displaying and altering program
variables).
e. Any other tools associated with obtaining effective functionality in
the proposed host/target
41
<PAGE>
configuration. This tool set shall operate in a highly integrated
manner. To the maximum extent possible, the selected APSE tool set
shall consist of commercially available products.
3.8 Scenarios. The following describes requirements for new scenarios that
---------
shall be developed, produced and delivered for ISMT and IST training.
3.8.1 Scenario Definition. A scenario shall be a 15-20 minute training video.
-------------------
It shall be presented on video disc or as digitized video (preferred. Each video
shall contain various scenes or situations that last) between 90 seconds and
five minutes (Marksmanship qualification videos are an exception). The following
functional areas describe a scenario:
a. ISMT Marksmanship Qualification ranges. USMC qualification ranges
projected for four shooters (four targets).
b. IST Marksmanship Qualification ranges. USMC qualification ranges
projected for 12 shooters (12 targets).
c. Fire team offensive and defensive operations.
d. Squad offensive and defensive operations.
e. Military Police judgmental shoot/no-shoot scenes (ISMT only).
f. Close Quarter Battle (At least one for ISMT and one for IST).
g. Supporting Arms.
3.8.2 Marksmanship Qualification Courses. The following information is
----------------------------------
provided for scenario development for individual and crew-served weapon
qualification and familiarization courses. This information shall be utilized
as a reference in developing scenario performance criteria for both the ISMT and
the IST. Final scenario structure and content shall be in accordance with this
PD, the statement of work, and applicable CDRLs.
3.8.2.1 M-16A2 Rifle Marksmanship. The Marine Corps Rifle Marksmanship
-------------------------
Program consists of 11 individual training standards (ITS) divided into three
phrases. They are as follows:
a. PHASE I - Preparatory Marksmanship Training
ITS #1 - Perform weapons handling procedures with the M-16A2 rifle.
ITS #2 - Perform preventive maintenance on the M-16A2.
ITS #3 - Engage a target at the sustained rate.
ITS #4 - Zero the rifle.
42
<PAGE>
b. PHASE II - Known Distance Firing
ITS #5 - Engage stationary targets at known distances (qualification
firing on the KD or B Mod Course as described in paragraph 3.2.1.2.2.6).
c. PHASE III - Field Firing
ITS #6 - Engage targets of limited exposure (time).
ITS #7 - Engage targets during low light and darkness.
ITS #8 - Engage targets while wearing the field protective mask.
ITS #9 - Engage multiple targets.
ITS #10 - Engage moving targets.
ITS #11 - Engage targets at unknown distances.
Note: Phase III requirements will be delineated in FMFM 0-9 which is under
development. It is due to be completed during the summer of 1994. These ITSs
are all scheduled to be performed on a range.
3.8.2.2 Other Qualification Courses. Scenarios shall be developed for
---------------------------
qualification firing for the following weapons:
a. M-9 Pistol
b. M-203 Grenade Launcher
c. M-240G Machine Gun
d. M-2 Heavy Machine Gun
e. Mk-19
f. SAW
g. SMAW
h. AT-4
3.8.3 Combat Scenarios. Combat scenarios shall include, but are not limited
----------------
to, scenes with the following characteristics:
a. Deliberate and hasty attacks.
b. Combat and reconnaissance patrols.
c. Meeting engagements.
d. Raids.
e. Military Operations on Urban Terrain (MOUT).
f. Night attack, illuminated and non-illuminated.
g. Position defense, day and night.
h. Riverine operations, to include gunnery training for the Riverine
Assault Craft (RAC).
i. Engagement of enemy aircraft/helicopters and armor.
43
<PAGE>
j. Use of supporting arms.
k. Close Quarter Battle.
l. Mountainous, forested, jungle and desert terrain with appropriate
climatic conditions. Climatic conditions shall include haze, smoke, fog, rain,
snow and dust.
3.8.3.1 Combat Scenario Ranges. Engagement ranges and fields of observation
----------------------
should extend from 3 meters to 1000 meters for point targets (infantry,
vehicles, defensive positions) with small arms, out to 2000 meters for the some
crew-served weapons and out to 3000 meters for indirect fire weapons.
3.8.4 Shoot/No-shoot. Shoot/no-shoot scenarios shall provide realistic
--------------
training for Marine Corps military police, Marine Corps Security Forces for
close combat and combat units for MOUT training. All shoot/no-shoot scenarios
shall present both opportunities (shoot or no-shoot). On screen graphics will
provide the trainer with results of his/her actions.
3.8.5 Operator Scenario Generation. The system shall have the capability to
----------------------------
allow the operator to generate scenarios. The system shall have the capability
of storing operator created scenarios on a playback medium.
3.9 Infantry Squad Trainer (IST). The IST shall be a 12 lane squad trainer.
----------------------------
It shall have all of the same capabilities as, and meet the same requirements
of, the ISMT in a manner that allows up to 12 trainees to use the trainer
simultaneously. These capabilities and requirements may be achieved by using an
IST adapter kit that allows any two or three ISMTs procured under this contract
to network as one system, as described below. The contractor shall also provide
an entire system to satisfy requirements where the government does not desire to
network three fielded ISMTs.
3.9.1 IST Training. Training with the IST will be accomplished using a single
------------
scenario projected across a wide screen. This requirement includes all modes of
fire. Room size requirements are as stated in paragraph 3.2.2.2. The hit
detection system shall be fully integrated for all lanes. That is, a shooter
firing from land 1 at a target that appears directly in front of lane 12 shall
be registered by the system. Scenarios for the IST shall provide for both squad
level collective training and individual marksmanship for u to 12 shooters
firing simultaneously.
3.9.2 Large Screen display for the IST. The large screen display for the IST
--------------------------------
shall be a maximum of 432 inches wide and a minimum of 360 wide. The projected
image shall cover the width of the screen.
44
<PAGE>
3.10 Order of precedence:
-------------------
a. Contract Schedule.
b. Purchase Description.
c. Referenced SOW.
d. Referenced Specifications and Standards.
e. Contractor Proposal.
4. QUALITY ASSURANCE PROVISIONS
4.1 General. An organized quality assurance program shall be established by
-------
the contractor in accordance with MIL-I-45208 or ISO 9000. The program shall
ensure quality throughout all areas of the specification requirements including
design, development, fabrication, processing, assembly, inspection, test,
maintenance, preparation for delivery, shipping, storage, and site installation.
Certain requirements such as testing, may be considered common to the Quality,
Reliability, and Maintainability Programs. The contractor's quality assurance
program shall be planned and utilized in a manner to effectively support the
contractor's Reliability and Maintainability Programs.
4.1.1 Responsibility for inspection. Unless otherwise specified in the
-----------------------------
contract, the contractor is responsible for the performance of all inspection
requirements. The Government reserves the right to perform any of the
inspections set forth in the contract where such inspections and tests are
deemed necessary to assure supplies and services conform to the prescribed
requirements.
4.1.2 Special tests and examinations. Special tests and examinations shall be
------------------------------
performed in accordance with the test and evaluation program requirements of the
SOW.
4.2 Quality conformance inspections. Quality conformance inspections and tests
-------------------------------
shall be performed in accordance with the test and evaluation program
requirements of the SOW.
45
<PAGE>
M67854-94-C-2014
CONTRACT DATA REQUIREMENT LIST (CDRL)
ADDRESSES DISTRIBUTION LIST
COMMANDER
MARCORSYSCOM
Code:
2033 Barnett Ave Suite 315
Quantico, VA 22134-5010
COMMANDER
Marine Corps Logistic Bases, Albany
Code:
814 Radford Boulevard
Albany, GA 31704-1138
COMMANDER
Defense Contract Management Command
Defense Contract Management Area Office, Atlanta
ATTN: DCMDS-GAQAB
805 Walker Street
Marietta, GA 30060-2789
46
<PAGE>
- --------------------------------------------------------------------------------
CONTRACT DATA REQUIREMENTS LIST
SYSTEM/ITEM ISMT/IST
----------
ATCH NR TO EXHIBIT A
-------- ---------
TO CONTRACT/PR
---------------------------------
CATEGORY ADMINISTRATIVE MANAGEMENT
----------------------------------------
CONTRACTOR
---------------------------------------
- --------------------------------------------------------------------------------
1. SEQ. NO.
- --------------------------------------------------------------------------------
2. TITLE OR DESCRIPTION OF DATA
3. SUBTITLE
- --------------------------------------------------------------------------------
4. AUTHORITY
(Data Item Number)
- --------------------------------------------------------------------------------
5. CONTRACT REF
- --------------------------------------------------------------------------------
6. TECHNICAL OFFICE
- --------------------------------------------------------------------------------
7. DD
260
REQ
- --------------------------------------------------------------------------------
8. APP
CODE
(A)
- --------------------------------------------------------------------------------
9. INPUT
TO IAC
(X)
- --------------------------------------------------------------------------------
10. FREQ
- --------------------------------------------------------------------------------
11. AS OF DATE
- --------------------------------------------------------------------------------
12. AS OF 1ST
SUBMISSION
- --------------------------------------------------------------------------------
13. DATE OF SUBSEQUENT SUBM EVENT ID
- --------------------------------------------------------------------------------
14. DISTRIBUTION AND ADDRESSEES
(ADDRESSEE-REGULAR
COPIES/REPRO COPIES)
- --------------------------------------------------------------------------------
1. A001
- --------------------------------------------------------------------------------
2. CONFERENCE AGENDA
3.
- --------------------------------------------------------------------------------
4. DI-ADMN-80249
- --------------------------------------------------------------------------------
5. SOW 3.14.2.1
- --------------------------------------------------------------------------------
6. MARCORSYSCOM
(SST)
- --------------------------------------------------------------------------------
7. LT
- --------------------------------------------------------------------------------
8.
- --------------------------------------------------------------------------------
9.
- --------------------------------------------------------------------------------
10. ASREQ
- --------------------------------------------------------------------------------
11.
- --------------------------------------------------------------------------------
12. SEE BLK 16
- --------------------------------------------------------------------------------
13.
- --------------------------------------------------------------------------------
14.
- --------------------------------------------------------------------------------
MARCORSYSCOM
(SST) 1/0
- --------------------------------------------------------------------------------
DCMAO A+1 (ACO) P00002
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
15. Total
1/0
- --------------------------------------------------------------------------------
16. REMARKS
BLK 12 - SUBMIT 30 DAYS PRIOR TO EACH CONFERENCE, MEETING OR REVIEW
- --------------------------------------------------------------------------------
PREPARED BY
/s/ Robyn Fait
- --------------------------------------------------------------------------------
DATE
22 Feb 94
- --------------------------------------------------------------------------------
APPROVED BY
/s/ J.P. McGovern
- ----------------------
- --------------------------------------------------------------------------------
DATE
- --------------------------------------------------------------------------------
DD FORM 1423 PAGE ____ OF ____ PAGES
<PAGE>
- --------------------------------------------------------------------------------
CONTRACT DATA REQUIREMENTS LIST
SYSTEM/ITEM ISMT/IST
----------
ATCH NR TO EXHIBIT A
-------- ---------
TO CONTRACT/PR
---------------------------------
CATEGORY ADMINISTRATIVE/MANAGEMENT
----------------------------------------
CONTRACTOR
---------------------------------------
- --------------------------------------------------------------------------------
1. SEQ. NO.
- --------------------------------------------------------------------------------
2. TITLE OR DESCRIPTION OF DATA
3. SUBTITLE
- --------------------------------------------------------------------------------
4. AUTHORITY
(Data Item Number)
- --------------------------------------------------------------------------------
5. CONTRACT REF
- --------------------------------------------------------------------------------
6. TECHNICAL OFFICE
- --------------------------------------------------------------------------------
7. DD
250
REQ
- --------------------------------------------------------------------------------
8. APP
CODE
(A)
- --------------------------------------------------------------------------------
9. INPUT
TO IAC
(X)
- --------------------------------------------------------------------------------
10. FREQ
- --------------------------------------------------------------------------------
11. AS OF DATE
- --------------------------------------------------------------------------------
12. AS OF 1ST
SUBMISSION
- --------------------------------------------------------------------------------
13. DATE OF SUBSEQUENT SUBM EVENT ID
- --------------------------------------------------------------------------------
14. DISTRIBUTION AND ADDRESSEES
(ADDRESSEE-REGULAR
COPIES/REPRO COPIES)
- --------------------------------------------------------------------------------
1. A002
- --------------------------------------------------------------------------------
2. CONFERENCE MINUTES
3.
- --------------------------------------------------------------------------------
4. DI-ADMN-
80250
- --------------------------------------------------------------------------------
5. SOW 3.14.2.1
- --------------------------------------------------------------------------------
6. MARCORSYSCOM
(SST)
- --------------------------------------------------------------------------------
7. LT
- --------------------------------------------------------------------------------
8.
- --------------------------------------------------------------------------------
9.
- --------------------------------------------------------------------------------
10. ASREQ
- --------------------------------------------------------------------------------
11.
- --------------------------------------------------------------------------------
12. SEE BLK 16
- --------------------------------------------------------------------------------
13.
- --------------------------------------------------------------------------------
14.
- --------------------------------------------------------------------------------
MARCORSYSCOM
(SST) 1/0
- --------------------------------------------------------------------------------
DCMAO A+1 (ACO) P00002
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
15. Total
1/0
- --------------------------------------------------------------------------------
16. REMARKS
BLK 12 - MINUTES SHALL BE SUBMITTED WITHIN 30 DAYS AFTER EACH CONFERENCE,
MEETING OR REVIEW. A COPY OF THE MINUTES SHALL BE SENT TO EACH
ATTENDEE.
- --------------------------------------------------------------------------------
PREPARED BY
/s/ Robyn Fait
----------------------
- --------------------------------------------------------------------------------
DATE
22 Feb 94
- --------------------------------------------------------------------------------
APPROVED BY
/s/ J.P. McGovern
- ----------------------
- --------------------------------------------------------------------------------
DATE
- --------------------------------------------------------------------------------
DD FORM 1423 PAGE ____ OF ____ PAGES
<PAGE>
- --------------------------------------------------------------------------------
CONTRACT DATA REQUIREMENTS LIST
SYSTEM/ITEM ISMT/1ST
----------
ATCH NR TO EXHIBIT B
-------- ---------
TO CONTRACT/PR
---------------------------------
CATEGORY CONFIGURATION MANAGEMENT
----------------------------------------
CONTRACTOR
---------------------------------------
- --------------------------------------------------------------------------------
1. SEQ. NO.
2. TITLE OR DESCRIPTION OF DATA
3. SUBTITLE
4. AUTHORITY
(Data Item Number)
5. CONTRACT REF
6. TECHNICAL OFFICE
7. DD
250
REQ
8. APP
CODE
(A)
9. INPUT
TO IAC
(X)
10. FREQ
11. AS OF DATE
12. AS OF 1ST
SUBMISSION
13. DATE OF SUBSEQUENT SUBM EVENT ID
14. DISTRIBUTION AND ADDRESSEES
(ADDRESSEE-REGULAR
COPIES/REPRO COPIES)
- --------------------------------------------------------------------------------
1. B001
2. ENGINEERING CHANGE PROPOSAL
3.
4. DI-CMAN-80639A
5. SOW 3.2.3.1
6. MARCORSYSCOM
(SST)
7. LT
8.
9.
10. ASREQ
11.
12. SEE BLK 16
13.
14.
- --------------------------------------------------------------------------------
MARCORSYSCOM
(SST) 1/0
- --------------------------------------------------------------------------------
(PSE-C) 6/0
- --------------------------------------------------------------------------------
MCLBA (856) 2/0
- --------------------------------------------------------------------------------
DCMAO AH (QAR)1 P00002
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
15. Total
9/0
- --------------------------------------------------------------------------------
16. REMARKS
BLK - ECP'S SHALL BE SUBMITTED FOR ALL CHANGES WHICH AFFECT GOVERNMENT
ESTABLISHED BASELINES. THE OPPORTUNITY TO SUBMIT ECP'S SHALL EXTEND
THROUGH CONTRACT FINALIZATION. MIL-STD-973 APPLIES. IN ADDITION,
ECP'S SHALL BE SUBMITTED AT THE REQUEST OF THE GOVERNMENT.
- --------------------------------------------------------------------------------
PREPARED BY /s/ Robyn Fait
----------------------
DATE 22 Feb 94
APPROVED BY /s/ J.P. McGovern
----------------------
DATE
- --------------------------------------------------------------------------------
DD FORM 1423 PAGE ____ OF ____ PAGES
<PAGE>
- --------------------------------------------------------------------------------
CONTRACT DATA REQUIREMENTS LIST
SYSTEM/ITEM ISMT/IST
----------
ATCH NR TO EXHIBIT B
-------- ---------
TO CONTRACT/PR
---------------------------------
CATEGORY CONFIGURATION MANAGEMENT
----------------------------------------
CONTRACTOR
---------------------------------------
- --------------------------------------------------------------------------------
1. SEQ. NO.
2. TITLE OR DESCRIPTION OF DATA
3. SUBTITLE
4. AUTHORITY
(Data Item Number)
5. CONTRACT REF
6. TECHNICAL OFFICE
7. DD
250
REQ
8. APP
CODE
(A)
9. INPUT
TO IAC
(X)
10. FREQ
11. AS OF DATE
12. AS OF 1ST
SUBMISSION
13. DATE OF SUBSEQUENT SUBM EVENT ID
14. DISTRIBUTION AND ADDRESSEES
(ADDRESSEE-REGULAR
COPIES/REPRO COPIES)
- --------------------------------------------------------------------------------
1. B002
2. REQUEST FOR DEVIATION
3.
4. DI-CMAN-
80640A
5. SOW 3.2.3.5
6. MARCORSYSCOM
(SST)
7. LT
8.
9.
10. ASREQ
11.
12. SEE BLK 16
13.
14.
MARCORSYSCOM
(SST) 1/0
- --------------------------------------------------------------------------------
(PSE-C) 6/0
- --------------------------------------------------------------------------------
MCBLA(856) 2/0
- --------------------------------------------------------------------------------
DCMAO AH (QAR) P00002
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
15. Total
9/0
- --------------------------------------------------------------------------------
16. REMARKS
BLK 12 - DEVIATIONS SHALL BE SUBMITTED FOR ALL CHANGES WHICH AFFECT
GOVERNMENT ESTABLISHED BASELINES. THE OPPORTUNITY TO SUBMIT
DEVIATIONS SHALL EXTEND THROUGH CONTRACT FINALIZATION , MIL-STD-973
APPLIES. IN ADDITION, DEVIATIONS SHALL BE SUBMITTED AT THE REQUEST
OF THE GOVERNEMNT.
- --------------------------------------------------------------------------------
PREPARED BY /s/ Robyn Fait
----------------------
DATE 22 Feb 94
APPROVED BY /s/ J.P. McGovern
----------------------
DATE
- --------------------------------------------------------------------------------
DD FORM 1423 PAGE ____ OF ____ PAGES
<PAGE>
- --------------------------------------------------------------------------------
CONTRACT DATA REQUIREMENTS LIST
SYSTEM/ITEM ISMT/1ST
----------
ATCH NR TO EXHIBIT B
-------- ---------
TO CONTRACT/PR
---------------------------------
CATEGORY CONFIGURATION MANAGEMENT
----------------------------------------
CONTRACTOR
---------------------------------------
- --------------------------------------------------------------------------------
1. SEQ. NO.
2. TITLE OR DESCRIPTION OF DATA
3. SUBTITLE
4. AUTHORITY
(Data Item Number)
5. CONTRACT REF
6. TECHNICAL OFFICE
7. DD
260
REQ
8. APP
CODE
(A)
9. INPUT
TO IAC
(X)
10. FREQ
11. AS OF DATE
12. AS OF 1ST
SUBMISSION
13. DATE OF SUBSEQUENT SUBM EVENT ID
14. DISTRIBUTION AND ADDRESSEES
(ADDRESSEE-REGULAR
COPIES/REPRO COPIES)
- --------------------------------------------------------------------------------
1. B003
2. REQUEST FOR WAIVER
3.
4. DI-CMAN-80641A
5. SOW 3.2.3.6
6. MARCORSYSCOM
(SST)
7. LT
8.
9.
10. ASREQ
11.
12. SEE BLK 16
13.
14.
- --------------------------------------------------------------------------------
MARCORSYSCOM
(SST) 1/0
- --------------------------------------------------------------------------------
(PSE-C) 6/0
- --------------------------------------------------------------------------------
MCLBA (856) 2/0
- --------------------------------------------------------------------------------
DCMAO AH (QAR) P00002
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
15. Total
9/0
- --------------------------------------------------------------------------------
16. REMARKS
BLK 12 - WAIVERS SHALL BE SUBMITTED FOR ALL CHANGES WHICH AFFECT GOVERNMENT
ESTABLISHED BASELINES. THE OPPORTUNITY TO SUBMIT WAIVERS SHALL
EXTEND THROUGH CONTRACT FINALIZATION. MIL-STD-480B APPLIES. IN
ADDITION, WAIVERS SHALL BE SUBMITTED AT THE REQUEST OF THE
GOVERNMENT.
- --------------------------------------------------------------------------------
PREPARED BY /s/ Robyn Fait
----------------------
DATE 22 Feb 94
APPROVED BY /s/ J. P. McGovern
----------------------
DATE
- --------------------------------------------------------------------------------
DD FORM 1423 PAGE ____ OF ____ PAGES
<PAGE>
- --------------------------------------------------------------------------------
CONTRACT DATA REQUIREMENTS LIST
SYSTEM/ITEM ISMT/1ST
----------
ATCH NR TO EXHIBIT B
-------- ---------
TO CONTRACT/PR
---------------------------------
CATEGORY CONFIGURATION MANAGEMENT
----------------------------------------
CONTRACTOR
---------------------------------------
- --------------------------------------------------------------------------------
1. SEQ NO.
2. TITLE OR DESCRIPTION OF DATA
3. SUBTITLE
4. AUTHORITY
(Data Item Number)
5. CONTRACT REF
6. TECHNICAL OFFICE
7. DD
250
REQ
8. APP
CODE
(A)
9. INPUT
TO IAC
(X)
10. FREQ
11. AS OF DATE
12. AS OF 1ST
SUBMISSION
13. DATE OF SUBSEQUENT SUBM EVENT ID
14. DISTRIBUTION AND ADDRESSEES
(ADDRESSEE-REGULAR
COPIES/REPRO COPIES)
- --------------------------------------------------------------------------------
1. B004
2. SPECIFICATION CHANGE NOTICE
3.
4. DI-CMAN-80643A
5. SOW 3.2.3.8
6. MARCORSYSCOM
(SST)
7. LT
8.
9.
10. ASREQ
11.
12. ASREQ
13.
14.
- --------------------------------------------------------------------------------
MARCORSYSCOM
(SST) 1/0
- --------------------------------------------------------------------------------
(PSE-C) 1/0
- --------------------------------------------------------------------------------
MCLBA (856) 1/0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
15. Total
3/0
- --------------------------------------------------------------------------------
16. REMARKS
- --------------------------------------------------------------------------------
PREPARED BY /s/ Robyn Fait
----------------------
DATE 22 Feb 94
APPROVED BY /s/ J.P.McGovern
----------------------
DATE
- --------------------------------------------------------------------------------
DD FORM 1423 PAGE ____ OF ____ PAGES
<PAGE>
- --------------------------------------------------------------------------------
CONTRACT DATA REQUIREMENTS LIST
SYSTEM/ITEM ISMT/IST
----------
ATCH NR TO EXHIBIT B
-------- ---------
TO CONTRACT/PR
-----------------------------------
CATEGORY CONFIGURATION MANAGEMENT
----------------------------------------
CONTRACTOR
---------------------------------------
- --------------------------------------------------------------------------------
1. SEQ. NO.
2. TITLE OR DESCRIPTION OF DATA
3. SUBTITLE
4. AUTHORITY
(Data Item Number)
5. CONTRACT REF
6. TECHNICAL OFFICE
7. DD
250
REQ
8. APP
COD
E (A)
9. INPUT
TO IAC
(X)
10. FREQ
11. AS OF DATE
12. AS OF 1ST
SUBMISSION
13. DATE OF SUBSEQUENT SUBM EVENT ID
14. DISTRIBUTION AND ADDRESSEES
(ADDRESSEE-REGULAR
COPIES/REPRO COPIES)
- --------------------------------------------------------------------------------
1. B005
2. CONFIGURATION MANAGEMENT PLAN
3.
4. DI-CMAN-
80858A
5. SOW 3.2
6. MARCORSYSCOM
PSE-C
7. DD
8.
9.
10. ONE/R
11.
12. SEE BLK 16
13. SEE BLK 16
14.
MARCORSYSCOM
(SST) 1/0
- --------------------------------------------------------------------------------
(PSE-C) 1/0
- --------------------------------------------------------------------------------
MCBLA(856) 1/0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
15. Total
3/0
- --------------------------------------------------------------------------------
16. REMARKS
BLK 12 - SUBMIT DRAFT BY LT 60 DAYS AFTER CONTRACT AWARD. THE GOVERNMENT
WILL APPROVE OR DISAPPROVE WITHIN 60 DAYS OF RECEIPT.
BLK 13 - SUBMIT FINAL BY DD-250 30 DAYS AFTER RECEIPT AND INCORPORATION OF
GOVERNMENT COMMENTS.
- --------------------------------------------------------------------------------
PREPARED BY /s/ Robyn Fait
----------------------
DATE 22 Feb 94
APPROVED BY /s/ J. P. McGovern
----------------------
DATE
- --------------------------------------------------------------------------------
DD FORM 1423 PAGE ____ OF ____ PAGES
<PAGE>
- --------------------------------------------------------------------------------
CONTRACT DATA REQUIREMENTS LIST
SYSTEM/ITEM ISMT/1ST
----------
ATCH NR TO EXHIBIT B
-------- ---------
TO CONTRACT/PR
---------------------------------
CATEGORY CONFIGURATION MANAGEMENT
----------------------------------------
CONTRACTOR
---------------------------------------
- --------------------------------------------------------------------------------
1. SEQ. NO.
2. TITLE OR DESCRIPTION OF DATA
3. SUBTITLE
4. AUTHORITY
(Data Item Number)
5. CONTRACT REF
6. TECHNICAL OFFICE
7. DD
250
REQ
8. APP
CODE
(A)
9. INPUT
TO IAC
(X)
10. FREQ
11. AS OF DATE
12. AS OF 1ST
SUBMISSION
13. DATE OF SUBSEQUENT SUBM EVENT ID
14. DISTRIBUTION AND ADDRESSEES
(ADDRESSEE-REGULAR
COPIES/REPRO COPIES)
- --------------------------------------------------------------------------------
1. B006
2. TECHNICAL DATA PACKAGE
3.
4. DI-CMAN-80776
5. SOW 3.14.4.9
6. MARCORSYSCOM
(SST)
7. DD
8.
9.
10. ONER/
11.
12. SEE BLK 16
13. SEE BLK 10
14.
DRAFT MARCORSYSCOM
- --------------------------------------------------------------------------------
(SST) 2/0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FINAL
- --------------------------------------------------------------------------------
MARCORSYSCOM
- --------------------------------------------------------------------------------
(SST) 1/1**
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
15. Total
SEE BLK 16
- --------------------------------------------------------------------------------
16. REMARKS
THIS IS AN OPTION ITEM.
BLK 4 - THE FOLLOWING TAILORING APPLIES TO DI-CMAN-80776:
- DELETE PARAGRAPHS 10.2a, c, d, f, AND g. ONLY PARAGRAPHS 10.2.b.
AND 10.2.c APPLY.
BLK 12 & 13 - SUBMIT DRAFT TDP* 60 DAYS AFTER EXERCISE OF OPTION. THE
GOVERNMENT REQUIRES 60 DAYS TO REVIEW AND COMMENT. FINAL TDP**
SHALL BE SUBMITTED, WITH GOVERNMENT COMMENTS INCORPORATED, 30
DAYS AFTER RECEIPT OF SAID GOVERNMENT COMMENTS.
* DRAFT TDP SHALL BE CONTRACTOR FORMAT USING BLUE-BLACK LINE DRAWINGS.
** FINAL TDP SHALL BE CONTRACTOR FORMAT PROVIDED ON APERATURE CARDS USING THE
ATTACHED FORMAT FOR GUIDANCE IN DEVELOPING THE APERATURE CARDS. APERATURE
CARDS SHALL BE SILVER HALIDE.
BLK 15 - DRAFT 2/0; FINAL 1/1**
- --------------------------------------------------------------------------------
PREPARED BY /s/ Robyn Fait
----------------------
DATE 26 Aug 94
APPROVED BY /s/ J. P. McGovern
----------------------
DATE 26 Aug 94
- --------------------------------------------------------------------------------
DD FORM 1423 PAGE ____ OF ____ PAGES
<PAGE>
Item 0430 CDRL Exhibit B
-
CDRL Sequence B006
----
Attachment No. 1 to P00001
-----------
- --------------------------------------------------------------------------------
MICROFILM AND APERTURE CARD REQUIREMENTS
----------------------------------------
A. Microfilm shall be in accordance with MIL-M-38761 as tailored below:
1. Paragraph 1.2.6 is applicable.
2. Each frame of microfilm shall be mounted in an aperture card in
accordance with MIL-C-9877 and MIL-STD-804 as tailored below. Reject
tabulating cards are not required.
3. Microfilm shall be 35mm in accordance with MIL-M-9868.
4. Aperture cards shall be sorted in alphanumeric sequence, major sort
on card cols 3-17, minor sort on card cols 18-22. Rejected cards
shall not be intersorted.
5. Aperture cards shall be generated in accordance with Method A.
6. Packing and packaging shall be level lC.
B. Microfilming shall be in accordance with MIL-M-9868 as tailored below:
1. Unless otherwise specified on the CDRL, microfilm shall be Type 1,
Class 1.
2. Microfilm of computer printed documents shall be capable of making
two legible microfilm reproductions.
3. Protective coating is not required.
4. Microfilm index numbers are not required.
5. If existing pages of book form documents are revised and the page
number sequence is not affected, only revised pages need to be
remicrofilmed. If revisions do affect the page number the entire
document shall be remicrofilmed.
6. Reduced size drawings shall be avoided. If full size drawings are
not available, then reduced size drawings shall be microfilmed at a
reduction ratio to meet readability on a standard microfilm viewer.
7. Book form drawings and documents shall be positioned one sheet per
frame.
8. Undimensioned drawings shall be microfilmed.
48
<PAGE>
C. Aperture cards shall be type 1, class 1 in accordance with MIL-C-9877.
D. Format and coding of aperture cards shall be in accordance with MIL-STD-804
as tailored below:
1. Paragraphs 4.4(b), 4.6, 4.9, 5.1.4 through 5.1.6, 5.1.10, 5.2.3.1,
5.2.10, 5.2.16, 5.2.19 through 5.2.21, 5.2.23, 5.2.25, 5.2.29.1,
5.2.31, 5.2.33 and 5.2.34 are not applicable.
2. When information is longer than the document number field in which it
is entered, the information shall be entered starting in the left-
hand column (CC3) of the field and continue through CC 16. An
asterisk will be entered in CC17 to indicate that the information
overflows the field. The remaining characters shall be keypunched in
CC's 41-46. Interpretation shall be entered in CC's 39-44.
3. When a drawing is identified by multiple whole numbers, such as
123456 through 123490, the first number shall be entered in the
drawing or document number field followed by a slash (/); then, the
second number shall be entered. If the combination of the two
numbers and slash(/) is more than 15 digits, the following will be
used: 129-4567 through 129-4587. Correct entry shall be 129-4567/87.
In all cases, a minimum of two digits will appear after the slash(/).
4. "PA" for Marine Corps cognizant engineering data shall be used where
required by paragraph 5.2.11.
5. DD Form 1562 - Dual Purpose Engineering Document Card [Card] H/T
(Lower Legend)] shall be used for Marine Corps requirements.
6. Paragraph 5.1.9(a):
a. Subparagraph (5): Leave CC 25 and CC 26 blank.
b. Subparagraph (7): Leave CC 34 blank.
c. Subparagraph (13): Leave CC 50 blank. CC 51 shall
have card code "H" punched (see 5.2.12).
d. Subparagraph (15) and (17) not applicable.
e. Subparagraph (19) and (20): Leave CC 77 blank.
49
<PAGE>
7. Paragraph 5.1.9(b):
a. Subparagraph (7): Use CC's 31-34 for frame number and
number of frames (see 5.2.8 and 5.2.9). Leave 35-46 blank.
b. Subparagraph (13) and (15) not applicable.
c. Subparagraph (17) and (18): Leave CC 77 blank.
8. Interpretation: Interpretation shall be only 60 columns across
entire top of card and shall be printed as follows:
<TABLE>
<CAPTION>
CARD COLUMN PRINT POSITION
<S> <C>
1-2 1-2
3-17 4-18
18-22 54-58
23-25 22-24
26-27 19-20
28-30 25-27
31-34 29-32
41-43 39-41
47 50
48-49 51-52
50 46
51 59
52 60
</TABLE>
E. The plane of the document image will be on the rear of the aperture card
(back emulsion).
50
<PAGE>
- --------------------------------------------------------------------------------
CONTRACT DATA REQUIREMENTS LIST
SYSTEM/ITEM ISMT/IST
----------
ATCH NR TO EXHIBIT C
-------- ---------
TO CONTRACTOR/PR
---------------------------------
CATEGORY INTERGRATED LOGISTICS/SUPPORT STANDARDS
----------------------------------------
CONTRACTOR
---------------------------------------
- --------------------------------------------------------------------------------
1. SEQ. NO.
2. TITLE OR DESCRIPTION OF DATE
3. SUBTITLE
4. AUTHORITY
(Date Item Number)
5. CONTRACT REF
6. TECHNICAL OFFICE
7. DD
250
REQ
8. APP
CODE
(A)
9. INPUT
TO IAC
(X)
10. FREQ
11. AS OF DATE
12. AS OF 1ST
SUBMISSION
13. DATE OF SUBSEQUENT SUBM EVENT ID
14. DISTRIBUTION AND ADDRESSEES
(ADDRESSEE-REGULAR
COPIES/REPRO COPIES)
- --------------------------------------------------------------------------------
1. C004
2. INTEGRATED SUPPORT PLAN (ISP)
3.
4. DI-ILSS-80395
5. SOW 3.14
6. MARCORSYSCOM
(SST)
7. LT
8.
9.
10. ONE/R
11.
12. SEE BLK 16
13. SEE BLK 16
14.
- --------------------------------------------------------------------------------
MARCORSYSCOM
(SST) 1/0
- --------------------------------------------------------------------------------
(PSL-A) 1/1*
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
15. Total
2/1*
- --------------------------------------------------------------------------------
16. REMARKS
BLK 12 & 13 - THE CONTRACTOR SHALL SUBMIT DRAFT ISP 30 DAYS AFTER CONTRACT
AWARD. THE GOVERNMENT REQUIRES 60 DAYS TO REVIEW AND COMMENT.
ANY COMMENTS RESULTING FROM GOVERNMENT REVIEW SHALL BE
INCORPORATED AND THE ISP SHALL BE RESUBMITTED FOR GOVERNMENT
APPROVAL WITHIN 30 DAYS OF RECEIPT OF GOVERNMENT COMMENTS.
THE ISP SHALL BE REVISED AS CHANGES IN THE CONTRACTOR'S MANAGEMENT PRACTICES AS
DEFINED IN THE ISP OCCUR OR AT THE REQUEST OF THE GOVERNMENT.
BLK 4 - CONTRACTOR FORMAT IS AUTHORIZED PROVIDED ALL THE REQUIREMENTS OF THE
DATA ITEM DESCRIPTION (DID) ARE ADDRESSED
* REPRODUCIBLE COPY SHALL BE ON A 5-1/4 INCH LOW DENSITY (PREFERRED) OR 3-1/2
INCH HIGH DENSITY DISKETTE IN WORDPERFECT 6.1 FORMAT. TABLES, GRAPHICS AND
DRAWINGS/ILLUSTRATIONS SHALL BE CAPABLE OF ELECTRONIC TRANSMISSION.
- --------------------------------------------------------------------------------
PREPARED BY /s/ Robyn Fait
----------------------
DATE 22 Feb 94
APPROVED BY /s/ J P McGovern
----------------------
DATE
- --------------------------------------------------------------------------------
DD FORM 1423 PAGE ____ OF ____ PAGES
51
<PAGE>
- --------------------------------------------------------------------------------
CONTRACT DATA REQUIREMENTS LIST
SYSTEM/ITEM ISMT/1ST
----------
ATCH NR TO EXHIBIT C
-------- ---------
TO CONTRACTOR/PR
---------------------------------
CATEGORY INTEGRATED LOGISTICS
----------------------------------------
SUPPORT STANDARDS - TRNG
CONTRACTOR
---------------------------------------
- --------------------------------------------------------------------------------
1. SEQ. NO.
2. TITLE OR DESCRIPTION OF DATE
3. SUBTITLE
4. AUTHORITY
(Date Item Number)
5. CONTRACT REF
6. TECHNICAL OFFICE
7. DD
250
REQ
8. APP
CODE
(A)
9. INPUT
TO IAC
(X)
10. FREQ
11. AS OF DATE
12. AS OF 1ST
SUBMISSION
13. DATE OF SUBSEQUENT SUBM EVENT ID
14. DISTRIBUTION AND ADDRESSEES
(ADDRESSEE-REGULAR
COPIES/REPRO COPIES)
- --------------------------------------------------------------------------------
1. C002
2. ON-THE-JOB TRAINING HANDBOOK
3.
4. DI-ILSS-81101
5. SOW 3.14.2
6. MARCORSYSCOM
(SST-MT)
7. DD
8.
9.
10. ONE/R
11.
12. SEE BLK 16
13. SEE BLK 16
14.
- --------------------------------------------------------------------------------
DRAFT
MARCORSYSCOM
(SST) 1/0
- --------------------------------------------------------------------------------
(SST-MT) 1/0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FINAL
- --------------------------------------------------------------------------------
MARCORSYSCOM
- --------------------------------------------------------------------------------
(SST) 1/0
- --------------------------------------------------------------------------------
(SST-MT) 1/0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PLUS OVERPACK
- --------------------------------------------------------------------------------
2 COPIES W/EACH
- --------------------------------------------------------------------------------
SYSTEM
- --------------------------------------------------------------------------------
15. Total
SEE BLK 16
- --------------------------------------------------------------------------------
16. REMARKS
BLK 12 & 13 - SUBMIT DRAFT 45 DAYS AFTER CONTRACT AWARD, GOVERNMENT REQUIRES
30 DAYS TO REVIEW, SUBMIT FINAL CONCURRENTLY WITH DELIVERY OF
SYSTEM.
OVERPACK TWO (2) GOVERNMENT APPROVED HANDBOOKS (HARD COPY) WITH EACH SYSTEM.
BLK 15 - DRAFT 2/0; FINAL 2/0 PLUS OVERPACK
- --------------------------------------------------------------------------------
PREPARED BY /s/ Robyn Fait
----------------------
DATE 22 Feb 94
APPROVED BY /s/ J.P. McGovern
----------------------
DATE
- --------------------------------------------------------------------------------
DD FORM 1423 PAGE ____ OF ____ PAGES
<PAGE>
- --------------------------------------------------------------------------------
CONTRACT DATA REQUIREMENTS LIST
SYSTEM/ITEM ISMT/IST
----------
ATCH NR TO EXHIBIT C
-------- ---------
TO CONTRACTOR/PR
---------------------------------
CATEGORY INTEGRATED LOGISTICS
----------------------------------------
SUPPORT STANDARDS
CONTRACTOR
---------------------------------------
- --------------------------------------------------------------------------------
1. SEQ. NO.
2. TITLE OR DESCRIPTION OF DATE
3. SUBTITLE
4. AUTHORITY
(Date Item Number)
5. CONTRACT REF
6. TECHNICAL OFFICE
7. DD
250
REQ
8. APP
CODE
(A)
9. INPUT
TO IAC
(X)
10. FREQ
11. AS OF DATE
12. AS OF 1ST
SUBMISSION
13. DATE OF SUBSEQUENT SUBM EVENT ID
14. DISTRIBUTION AND ADDRESSEES
(ADDRESSEE-REGULAR
COPIES/REPRO COPIES)
- --------------------------------------------------------------------------------
1. C003
2. INSTRUCTIONAL MEDIA PACKAGE
3.
4. DI-ILSS-81092
5. SOW 3.12
6. MARCORSYSCOM
(SST)
7. DD
8.
9.
10. ONE/R
11.
12. SEE BLK 16
13. SEE BLK 16
14.
- --------------------------------------------------------------------------------
DRAFT SCRIPT
MARCORSYSCOM
(SST) 2/0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FINAL SCRIPT
- --------------------------------------------------------------------------------
MARCORSYSCOM
- --------------------------------------------------------------------------------
(SST) 2/0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
INITIAL VIDEO
- --------------------------------------------------------------------------------
MARCORSYSCOM
- --------------------------------------------------------------------------------
(SST) 2/0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FINAL VIDEO
- --------------------------------------------------------------------------------
MARCORSYSCOM
- --------------------------------------------------------------------------------
(SST) 2/0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PLUS SHIPMENT
- --------------------------------------------------------------------------------
FOR EACH END
- --------------------------------------------------------------------------------
ITEM 52/0
- --------------------------------------------------------------------------------
15. Total
- --------------------------------------------------------------------------------
SEE BLK 16
- --------------------------------------------------------------------------------
16. REMARKS
BLK 4 - DELETE THE FOLLOWING PARAGRAPHS FROM DI-ILSS-81092: 10.3.1;
10.2.2.2.1; 10.3.2.3; AND 10.3.10 THROUGH 10.3.15.
BLK 12 & 13 - DRAFT SCRIPT SHALL BE PROVIDED WITHIN 90 DAYS AFTER CONTRACT
WARD. THE GOVERNMENT REQUIRES 45 DAYS TO REVIEW/COMMENT. ANY
COMMENTS RESULTING FROM GOVERNMENT REVIEW SHALL BE
INCORPORATED AND FINAL SCRIPT SUBMITTED WITHIN 30 DAYS OF
RECEIPT OF GOVERNMENT COMMENTS. CONTRACTORS SHALL UTILIZE
GOVERNMENT APPROVED SCRIPT AND DEVELOP THE VIDEO. INITIAL
VIDEO SHALL BE SUBMITTED WITHIN 30 DAYS FOR ACCEPTANCE OF
FIRST ARTICLE. THE GOVERNMENT REQUIRES 30 DAYS TO
REVIEW/COMMENT. ANY COMMENTS RESULTING FROM GOVERNMENT REVIEW
SHALL BE INCORPORATED INTO THE FINAL VIDEO. FINAL VIDEO SHALL
BE SUBMITTED WITHIN 30 DAYS OF RECEIPT OF GOVERNMENT COMMENTS.
BLK 15 - DRAFT SCRIPT 2/0; FINAL SCRIPT 2/0
INITIAL VIDEO 2/0; FINAL VIDEO 2/0 PLUS END ITEM QUANTITY 52/0
- --------------------------------------------------------------------------------
PREPARED BY /s/ Robyn Fait
----------------------
DATE 22 Feb 94
APPROVED BY /s/ J.P. McGovern
----------------------
DATE
- --------------------------------------------------------------------------------
DD FORM 1423 PAGE ____ OF ____ PAGES
<PAGE>
- --------------------------------------------------------------------------------
CONTRACT DATA REQUIREMENTS LIST
SYSTEM/ITEM ISMT/IST
----------
ATCH NR TO EXHIBIT C
-------- ---------
TO CONTRACTOR/PR
---------------------------------
CATEGORY INTEGRATED LOGISTICS
----------------------------------------
SUPPORT STANDARDS
CONTRACTOR
---------------------------------------
- --------------------------------------------------------------------------------
1. SEQ. NO.
2. TITLE OR DESCRIPTION OF DATE
3. SUBTITLE
4. AUTHORITY
(Date Item Number)
5. CONTRACT REF
6. TECHNICAL OFFICE
7. DD
250
REQ
8. APP
CODE
(A)
9. INPUT
TO IAC
(X)
10. FREQ
11. AS OF DATE
12. AS OF 1ST
SUBMISSION
13. DATE OF SUBSEQUENT SUBM EVENT ID
14. DISTRIBUTION AND ADDRESSEES
(ADDRESSEE-REGULAR
COPIES/REPRO COPIES)
- --------------------------------------------------------------------------------
1. C004
2. CONTRACTOR LOGISTICS SUPPORT
3. MAINTENANCE REPORT
4. DI-ILSS-8096
5. SOW 3.14.1.5.g
6. MARCORSYSCOM
(SST)
7. LT
8.
9.
10. MTHLY
11.
12. SEE BLK 16
13. SEE BLK 16
14.
- --------------------------------------------------------------------------------
MARCORSYSCOM
(SST) 1/0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
15. Total 1/0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
16. REMARKS
BLK 4 - DELETE THE FOLLOWING PARAGRAPHS FROM DI-ILSS-80965: 10.1.2 THROUGH
10.1.4 IN ITS ENTIRETY; 10.1.6 IN ITS ENTIRETY; 10.1.8 THROUGH
10.1.9 IN THEIR ENTIRETY.
BLK 12 - INITIAL REPORT SHALL BE SUBMITTED NOT LATER THAN 30 DAYS AFTER
CONTRACT AWARD.
BLK 13 - SUBSEQUENT REPORTS SHALL BE SUBMITTED MONTHLY THEREAFTER, BUT NOT
LATER THAN THE 5TH DAY OF EACH MONTH.
* REPRODUCIBLE COPY SHALL BE ON A 5-1/4 INCH LOW DENSITY (PREFERRED) OR 3-
1/2 INCH HIGH DENSITY DISKETTE IN WORDPERFECT 5.1 FORMAT. TABLES, GRAPHICS
AND DRAWINGS/ILLUSTRATIONS SHALL BE CAPABLE OF ELECTRONIC TRANSMISSION.
- --------------------------------------------------------------------------------
PREPARED BY /s/ Robyn Fait
----------------------
DATE 22 Feb 94
APPROVED BY /s/ J.P. McGovern
----------------------
DATE
- --------------------------------------------------------------------------------
DD FORM 1423 PAGE ____ OF ____ PAGES
<PAGE>
- --------------------------------------------------------------------------------
CONTRACT DATA REQUIREMENTS LIST
SYSTEM/ITEM ISMT/1ST
----------
ATCH NR TO EXHIBIT C
-------- ---------
TO CONTRACTOR/PR
---------------------------------
CATEGORY INTEGRATED LOGISTICS
----------------------------------------
SUPPORT STANDARDS
CONTRACTOR
---------------------------------------
- --------------------------------------------------------------------------------
1. SEQ. NO.
2. TITLE OR DESCRIPTION OF DATE
3. SUBTITLE
4. AUTHORITY
(Data Item Number)
5. CONTRACT REF
6. TECHNICAL OFFICE
7. DD
250
REQ
8. APP
CODE
(A)
9. INPUT
TO IAC
(X)
10. FREQ
11. AS OF DATE
12. AS OF 1ST
SUBMISSION
13. DATE OF SUBSEQUENT SUBM EVENT ID
14. DISTRIBUTION AND ADDRESSEES
(ADDRESSEE-REGULAR
COPIES/REPRO COPIES)
- --------------------------------------------------------------------------------
1. C005
2. PROPOSE SPARE PARTS LIST
3. (ISL)
4. DI-ILSS-80136A
5. SOW 3.14.5
6. MARCORSYSCOM
(SST)
7. LT
8.
9.
10. ANNLY
11.
12. SEE BLK 16
13. SEE BLK 16
14.
- --------------------------------------------------------------------------------
MARCORSYSCOM
(SST) 1/0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(SST-MT) 1/0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
15. Total
1/0
- --------------------------------------------------------------------------------
16. REMARKS
BLK 12 - INITIAL LIST SHALL BE SUBMITTED NOT LATER THAN 60 DAYS AFTER
CONTRACT AWARD.
BLK 13 - SUBSEQUENT LISTS SHALL BE SUBMITTED ANNUALLY THEREAFTER.
- --------------------------------------------------------------------------------
PREPARED BY /s/ Robyn Fait
----------------------
DATE 22 Feb 94
APPROVED BY /s/ J P McGovern
----------------------
DATE 22 Feb 94
- --------------------------------------------------------------------------------
DD FORM 1423 PAGE ____ OF ____ PAGES
<PAGE>
- --------------------------------------------------------------------------------
CONTRACT DATA REQUIREMENTS LIST
SYSTEM/ITEM ISMT/1ST
----------
ATCH NR TO EXHIBIT D
-------- ---------
TO CONTRACT/PR
---------------------------------
CATEGORY INTEGRATED LOGISTICS
----------------------------------------
SUPPORT STANDARDS
CONTRACTOR
---------------------------------------
- --------------------------------------------------------------------------------
1. SEQ. NO.
2. TITLE OR DESCRIPTION OF DATE
3. SUBTITLE
4. AUTHORITY
(Data Item Number)
5. CONTRACT REF
6. TECHNICAL OFFICE
7. DD
250
REQ
8. APP
CODE
(A)
9. INPUT
TO IAC
(X)
10. FREQ
11. AS OF DATE
12. AS OF 1ST
SUBMISSION
13. DATE OF SUBSEQUENT SUBM EVENT TO
14. DISTRIBUTION AND ADDRESSEES
(ADDRESSEE-REGULAR
COPIES/REPRO COPIES)
- --------------------------------------------------------------------------------
1. D001
2. MANUAL, TECHNICAL.
3. VALIDATION CERTIFICATION
4. DI-M-2196
5. SOW 3.14.4.10.1
6. MARCORSYSCOM
(PSD-M)
7. LT
8.
9.
10. OTIME
11.
12. SEE BLK 16
13. SEE BLK 16
14.
- --------------------------------------------------------------------------------
MARCORSYSCOM
(SST) 1/0
- --------------------------------------------------------------------------------
(PSD-M) 1/0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
15. Total
2/0
- --------------------------------------------------------------------------------
16. REMARKS
BLK 12 - CONTRACTOR SHALL SUBMIT VALIDATION CERTIFICATION TO THE GOVERNMENT
CONCURRENTLY WITH THE VALIDATED DRAFT MANUAL.
BLK 5 - (SEE ALSO TMCR 25-93 REQUIREMENTS)
SHALL BE DELIVERED CONCURRENTLY WITH THE OPERATIONAL CAPABILITIES
DEMONSTRATION (OCD). P00002
- --------------------------------------------------------------------------------
PREPARED BY /s/ Robyn Fait
----------------------
DATE 22 Feb 94
APPROVED BY /s/ J P McGovern
----------------------
DATE
- --------------------------------------------------------------------------------
DD FORM 1423 PAGE ____ OF ____ PAGES
<PAGE>
- --------------------------------------------------------------------------------
CONTRACT DATA REQUIREMENTS LIST
SYSTEM/ITEM ISMT/1ST
----------
ATCH NR TO EXHIBIT E
-------- ---------
TO CONTRACT/PR
-----------------------------------
CATEGORY MANAGEMENT
----------------------------------------
CONTRACTOR
---------------------------------------
- --------------------------------------------------------------------------------
1. SEQ. NO.
2. TITLE OR DESCRIPTION OF DATA
3. SUBTITLE
4. AUTHORITY
(Data Item Number)
5. CONTRACT REF
6. TECHNICAL OFFICE
7. DD
250
REQ
8. APP
CODE
(A)
9. INPUT
TO IAC
(X)
10. FREQ
11. AS OF DATE
12. AS OF 1ST
SUBMISSION
13. DATE OF SUBSEQUENT SUBM EVENT ID
14. DISTRIBUTION AND ADDRESSEES
(ADDRESSEE-REGULAR
COPIES/REPRO COPIES)
- --------------------------------------------------------------------------------
1. E001
2. CONTRACTOR'S PROGRESS STATUS
3. AND MANAGEMENT REPORT
4. DI-MGMT-80227
5. SOW 3.15
6. MARCORSYSCOM
(SST)
7. LT
8.
9.
10. MTHLY
11.
12. SEE BLK 16
13.
14.
- --------------------------------------------------------------------------------
MARCORSYSCOM
(SST) 1/0
- --------------------------------------------------------------------------------
DCMAO AM (DAR)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
15. Total
1/0
- --------------------------------------------------------------------------------
16. REMARKS
BLK 12- THE REPORT SHALL PROVIDE A REVIEW OF WORK ACCOMPLISHED DURING
THE REPORTING PERIOD, A SUMMARY OF PROBLEMS, RISKS, ISSUES,
AND STATUS OF DELIVERABLES. THE REPORTING PERIOD WILL BE FROM
THE FIRST TO LAST BUSINESS DAY OF EACH MONTH, BEGINNING 60 DAC.
- --------------------------------------------------------------------------------
PREPARED BY /s/ Robyn Fait
----------------------
DATE 22 Feb 94
APPROVED BY /s/ J P McGovern
----------------------
DATE
- --------------------------------------------------------------------------------
DD FORM 1423 PAGE ____ OF ____ PAGES
<PAGE>
- --------------------------------------------------------------------------------
CONTRACT DATA REQUIREMENTS LIST
SYSTEM/ITEM ISMT/1ST
----------
ATCH NR TO EXHIBIT F
-------- ---------
TO CONTRACTOR/PR
---------------------------------
CATEGORY NONDESTRUCTIVE TESTING
----------------------------------------
AND INSPECTION
CONTRACTOR
---------------------------------------
- --------------------------------------------------------------------------------
1. SEQ. NO.
2. TITLE OR DESCRIPTION OF DATE
3. SUBTITLE
4. AUTHORITY
(Date Item Number)
5. CONTRACT REF
6. TECHNICAL OFFICE
7. DD
250
REQ
8. APP
CODE
(A)
9. INPUT
TO IAC
(X)
10. FREQ
11. AS OF DATE
12. AS OF 1ST
SUBMISSION
13. DATE OF SUBSEQUENT SUBM EVENT ID
14. DISTRIBUTION AND ADDRESSEES
(ADDRESSEE-REGULAR
COPIES/REPRO COPIES)
- --------------------------------------------------------------------------------
1. F001
2. TEST PLAN
3.
4. DI-NDTI-80566
5. SOW 3.11
6. MARCORSYSCOM
(PSE-P)
7. SD
8. A
9.
10. ONE/R
11.
12. SEE BLK 16
13. SEE BLK 16
14.
- --------------------------------------------------------------------------------
MARCORSYSCOM
(SST) 1/0
- --------------------------------------------------------------------------------
(PSE-P) 1/0
- --------------------------------------------------------------------------------
P00002 1/0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
15. Total
3/0
- --------------------------------------------------------------------------------
16. REMARKS
BLK 12 - SUBMIT BY LT, 90 DAYS PRIOR TO TEST/DEMONSTRATION. THE GOVERNMENT
REQUIRES 45 DAYS TO REVIEW AND COMMENT.
BLK 13 - SUBMIT FINAL, BY DD250, WITHIN 30 DAYS AFTER RECEIPT OF GOVERNMENT
COMMENTS.
- --------------------------------------------------------------------------------
PREPARED BY /s/ Robyn Fait
----------------------
DATE 22 Feb 94
APPROVED BY /s/ J P McGovern
----------------------
DATE
- --------------------------------------------------------------------------------
DD FORM 1423 PAGE ____ OF ____ PAGES
-2-
<PAGE>
- --------------------------------------------------------------------------------
CONTRACT DATA REQUIREMENTS LIST
SYSTEM/ITEM ISMT/1ST
----------
ATCH NR TO EXHIBIT F
-------- ---------
TO CONTRACT/PR
---------------------------------
CATEGORY NONDESTRUCTIVE TESTING AND INSPECTION
----------------------------------------
CONTRACTOR
---------------------------------------
- --------------------------------------------------------------------------------
1. SEQ NO.
2. TITLE OR DESCRIPTION OF DATA
3. SUBTITLE
4. AUTHORITY
(Data Item Number)
5. CONTRACT REF
6. TECHNICAL OFFICE
7. DD
250
REQ
8. APP
CODE
(A)
9. INPUT
TO IAC
(X)
10. FREQ
11. AS OF DATE
12. AS OF 1ST
SUBMISSION
13. DATE OF SUSSEQUENT SUBM EVENT ID
14. DISTRIBUTION AND ADDRESSEES
(ADDRESSEE-REGULAR
COPIES/REPRO COPIES)
- --------------------------------------------------------------------------------
1. F002
2. TEST/INSPECTION REPORT
3.
4. DI-NDTI-80809A
5. SOW 3.11
6. MARCORSYSCOM
(PSE-P)
7. LT
8.
9.
10. ASREQ
11.
12. SEE BLK 16
13.
14.
- --------------------------------------------------------------------------------
MARCORSYSCOM
(SST) 1/0
- --------------------------------------------------------------------------------
(PSE-P) 1/0
- --------------------------------------------------------------------------------
P0DD02 1/0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
15. Total
3/0
- --------------------------------------------------------------------------------
16. REMARKS
BLK 12- SUBMIT 30 DAYS AFTER EACH TEST.
- --------------------------------------------------------------------------------
PREPARED BY /s/ Robyn Fait
----------------------
DATE 22 Feb 94
APPROVED BY /s/ J P McGovern
----------------------
DATE
- --------------------------------------------------------------------------------
DD FORM 1423 PAGE ____ OF ____ PAGES
-3-
<PAGE>
- --------------------------------------------------------------------------------
CONTRACT DATA REQUIREMENTS LIST
SYSTEM/ITEM ISMT/1ST
--------------
ATCH NR TO EXHIBIT G
-------- ---------
TO CONTRACT/PR
-----------------------------------
CATEGORY RELIABILITY
----------------------------------------
CONTRACTOR
---------------------------------------
- --------------------------------------------------------------------------------
1. SEQ NO.
2. TITLE OR DESCRIPTION OF DATA
3. SUBTITLE
4. AUTHORITY
(Data Item Number)
5. CONTRACT REF
6. TECHNICAL OFFICE
7. DD
260
REQ
8. APP
CODE
(A)
9. INPUT
TO IAC
(X)
10. FREQ
11. AS OF DATE
12. AS OF 1ST
SUBMISSION
13. DATE OF SUSSEQUENT SUBM EVENT ID
14. DISTRIBUTION AND ADDRESSEES
(ADDRESSEE-REGULAR
COPIES/REPRO COPIES)
- --------------------------------------------------------------------------------
1. G001
2. ELECTROSTATIC DISCHARGE
3. CONTROL PROGRAM PLAN
4. DI-RELI-80669
5. SOW 3.8
6. MARCORSYSCOM
(PSE-C)
7. DD
8.
9.
10. ONE/R
11.
12. SEE BLK 16
13. SEE BLK 16
14.
- --------------------------------------------------------------------------------
MARCORSYSCOM
(SST) 1/0
- --------------------------------------------------------------------------------
(PSE-C) 1/0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
15. Total
2/0
- --------------------------------------------------------------------------------
16. REMARKS
BLK 12 & 13 - SUBMIT DRAFT 60 DAYS AFTER CONTRACT AWARD. THE GOVERNMENT
REQUIRES 45 DAYS TO REVIEW/COMMENT. FINAL PLAN SHALL BE
SUBMITTED WITHIN 30 DAYS OF RECEIPT AND INCORPORATION OF
GOVERNMENT COMMENTS.
- --------------------------------------------------------------------------------
PREPARED BY /s/ Robyn Fait
----------------------
DATE 22 Feb 94
APPROVED BY /s/ J P McGovern
----------------------
DATE
- --------------------------------------------------------------------------------
DD FORM 1423 PAGE ____ OF ____ PAGES
-4-
<PAGE>
- --------------------------------------------------------------------------------
CONTRACT DATA REQUIREMENTS LIST
SYSTEM/ITEM ISMT/1ST
----------
ATCH NR TO EXHIBIT H
-------- ---------
TO CONTRACT/PR
---------------------------------
CATEGORY SYSTEM/SUBSYSTEM ANALYSIS
----------------------------------------
CONTRACTOR
---------------------------------------
- --------------------------------------------------------------------------------
1. SEQ NO.
2. TITLE OR DESCRIPTION OF DATE
3. SUBTITLE
4. AUTHORITY
(Data Item Number)
5. CONTRACT REF
6. TECHNICAL OFFICE
7. DD
250
REQ
8. APP
CODE
(A)
9. INPUT
TO IAC
(X)
10. FREQ
11. AS OF DATE
12. AS OF 1ST
SUBMISSION
13. DATE OF SUBSEQUENT SUBM EVENT ID
14. DISTRIBUTION AND ADDRESSEES
(ADDRESSEE-REGULAR
COPIES/REPRO COPIES)
- --------------------------------------------------------------------------------
1. H001
2. CONTRACT MAINTENANCE PLAN
3.
4. DI-S-1823
5. SOW 3.14.1
6. MARCORSYSCM
(PSE-P)
7. DD
8.
9.
10. ONE/R
11.
12. SEE BLK 16
13. SEE BLK 16
14.
- --------------------------------------------------------------------------------
MARCORSYSCOM
(SST) 1/0
- --------------------------------------------------------------------------------
(PSE-P) 1/0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
15. Total
2/0
- --------------------------------------------------------------------------------
16. REMARKS
BLK 12 & 13 - SUBMIT PLAN 30 DAYS AFTER CONTRACT AWARD. THE GOVERNMENT 45
DAYS TO REVIEW/COMMENT. SUBMIT FINAL, WITH GOVERNMENT COMMENTS
INCORPORATED WITHIN 30 DAYS.
- --------------------------------------------------------------------------------
PREPARED BY /s/ Robyn Fait
----------------------
DATE 22 Feb 94
APPROVED BY /s/ J P McGovern
----------------------
DATE
- --------------------------------------------------------------------------------
DD FORM 1423 PAGE ____ OF ____ PAGES
-5-
<PAGE>
- --------------------------------------------------------------------------------
CONTRACT DATA REQUIREMENTS LIST
SYSTEM/ITEM ISMT/1ST
----------
ATCH NR TO EXHIBIT J
-------- ---------
TO CONTRACT/PR
---------------------------------
CATEGORY SAFETY
----------------------------------------
CONTRACTOR
---------------------------------------
- --------------------------------------------------------------------------------
1. SEQ. NO.
2. TITLE OR DESCRIPTION OF DATA
3. SUBTITLE
4. AUTHORITY
(Data Item Number)
5. CONTRACT REF
6. TECHNICAL OFFICE
7. DD
250
REQ
8. APP
CODE
(A)
9. INPUT
TO IAC
(X)
10. FREQ
11. AS OF DATE
12. AS OF 1ST
SUBMISSION
13. DATE OF SUBSEQUENT SUBM EVENT ID
14. DISTRIBUTION AND ADDRESSEES
(ADDRESSEE-REGULAR
COPIES/REPRO COPIES)
- --------------------------------------------------------------------------------
1. J001
2. SAFETY ASSESSMENT REPORT
3.
4. DI-SAFT-80102A
5. SOW 3.14.9
6. MARCORSYSCOM
(PSE-S)
7. LT
8.
9.
10. OTIME
11.
12. SEE BLK 16
13.
14.
- --------------------------------------------------------------------------------
MARCORSYSCOM
(SST) 1/0
- --------------------------------------------------------------------------------
(PSE-S) 1/0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
15. Total
2/0
- --------------------------------------------------------------------------------
16. REMARKS
BLK 12- SUBMIT 45 DAYS PRIOR TO DELIVERY OF ARTICLE FOR OPERATION OR
GOVERNMENT TEST.
- --------------------------------------------------------------------------------
PREPARED BY /s/ Robyn Fait
----------------------
- --------------------------------------------------------------------------------
DATE 22 Feb 94
- --------------------------------------------------------------------------------
APPROVED BY /s/ J P McGovern
----------------------
- --------------------------------------------------------------------------------
DATE
- --------------------------------------------------------------------------------
DD FORM 1423 PAGE ____ OF ____ PAGES
-6-
<PAGE>
- --------------------------------------------------------------------------------
CONTRACT DATA REQUIREMENTS LIST
SYSTEM/ITEM ISMT/1ST
----------
ATCH NR TO EXHIBIT K
-------- ---------
TO CONTRACTOR/PR
---------------------------------
CATEGORY TECHNICAL MANUAL
----------------------------------------
SPECIFICATION & STANDARDS
CONTRACTOR
---------------------------------------
- --------------------------------------------------------------------------------
1. SEQ. NO.
2. TITLE OR DESCRIPTION OF DATE
3. SUBTITLE
4. AUTHORITY
(Date Item Number)
5. CONTRACT REF
6. TECHNICAL OFFICE
7. DD
250
REQ
8. APP
COD
(A)
9. INPUT
TO IAC
(X)
10. FREQ
11. AS OF DATE
12. AS OF 1ST
SUBMISSION
13. DATE OF SUBSEQUENT SUBM EVENT ID
14. DISTRIBUTION AND ADDRESSEES
(ADDRESSEE-REGULAR
COPIES/REPRO COPIES)
- --------------------------------------------------------------------------------
1. K001
2. COMMERCIAL OFF-THE-SHELF
3. MANUALS
4. DI-TMSS-80527
5. 3.14.4.1
6. MARCORSYSCOM
(PSD-M)
7. DD
8.
9.
10. ASREQ
11.
12. SEE BLK 16
13. SEE BLK 16
14.
MARCORSYSCOM
(SST) 1/0
- --------------------------------------------------------------------------------
(PSD-M) 1/0
- --------------------------------------------------------------------------------
OVERPACK COPY
- --------------------------------------------------------------------------------
(1 SET) WITH
- --------------------------------------------------------------------------------
EACH END ITEM
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MCLBA (876) 50/0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
15. Total
SEE BLK 16
- --------------------------------------------------------------------------------
16. REMARKS
BLK 12 & 13 - MANUALS/DOCUMENTATION SHALL BE SUBMITTED 60 DAYS AFTER
CONTRACT AWARD FOR GOVERNMENT REVIEW AND APPROVAL. THE
GOVERNMENT REQUIRES 45 DAYS TO REVIEW/APPOVE. FINAL MANUAL(S)
SHALL BE SUBMITTED WITHIN 30 DAYS OF RECEIPT OF GOVERNMENT
ACCEPTANCE.
CONTRACTOR SHALL OVERPACK ONE COPY (SET) OF MANUAL(S) WITH EACH SYSTEM/END
ITEM.
BLK 15 - 2/0 PLUS OVERPACK AND 50 FOR STOCK (MCLBA 876)
- --------------------------------------------------------------------------------
PREPARED BY /s/ Robyn Fait
----------------------
DATE 22 Feb 94
APPROVED BY /s/ J P McGovern
----------------------
DATE
- --------------------------------------------------------------------------------
DD FORM 1423 PAGE ____ OF ____ PAGES
-7-
<PAGE>
- --------------------------------------------------------------------------------
CONTRACT DATA REQUIREMENTS LIST
SYSTEM/ITEM ISMT/1ST
----------
ATCH NR TO EXHIBIT L
-------- ---------
TO CONTRACT/PR
---------------------------------
CATEGORY PROVISIONING
----------------------------------------
CONTRACTOR
---------------------------------------
- --------------------------------------------------------------------------------
1. SEQ. NO.
2. TITLE OR DESCRIPTION OF DATE
3. SUBTITLE
4. AUTHORITY
(Data Item Number)
5. CONTRACT REF
6. TECHNICAL OFFICE
7. DD
250
REQ
8. APP
CODE
(A)
9. INPUT
TO IAC
(X)
10. FREQ
11. AS OF DATE
12. AS OF 1ST
SUBMISSION
13. DATE OF SUBSEQUENT SUBM EVENT ID
14. DISTRIBUTION AND ADDRESSEES
(ADDRESSEE-REGULAR
COPIES/REPRO COPIES)
- --------------------------------------------------------------------------------
1. LOO1
2. TOOLS AND TEST EQUIPMENT LIST
3. (TTEL)
4. DI-V-7007A
5. SOW 3.14.5.2
6. MARCORSYSCOM
(PST-L)
7. DD
8.
9.
10. ONE/R
11.
12. SEE BLK 16
13. SEE BLK 16
14.
- --------------------------------------------------------------------------------
MARCORSYSCOM
(SST) 1/0
- --------------------------------------------------------------------------------
(PST-L) 1/0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
15. Total
2/0
- --------------------------------------------------------------------------------
16. REMARKS
BLK 4 - DELETE PARAGRAPHS 10.2 AND 10.3 OF DI-V-7007A.
BLK 12 & 13 - DRAFT TO BE SUBMITTED 30 DAYS AFTER CONTRACT AWARD. THE
GOVERNMENT REQUIRES 30 DAYS FOR REVIEW/COMMENT. FINAL SHALL BE
SUBMITTED 30 DAYS AFTER RECEIPT AND INCORPORATION OF
GOVERNMENT COMMENTS.
SUBMISSION OF TTEL SHALL BE IN ACCORDANCE WITH PARAGRAPH 5.3.9. OF
MIL-STD-1561B.
HARD COPY SUBMISSION REQUIRED.
- --------------------------------------------------------------------------------
PREPARED BY /s/ Robyn Fait
----------------------
DATE 22 Feb 94
APPROVED BY /s/ J P McGovern
----------------------
DATE
- --------------------------------------------------------------------------------
DD FORM 1423 PAGE ____ OF ____ PAGES
-8-
<PAGE>
- --------------------------------------------------------------------------------
CONTRACT DATA REQUIREMENTS LIST
SYSTEM/ITEM ISMT/1ST
----------
ATCH NR TO EXHIBIT M
-------- ---------
TO CONTRACTOR/PR
---------------------------------
CATEGORY TECHNICAL MANUAL CONTRACT
----------------------------------------
REQUIREMENT
CONTRACTOR
---------------------------------------
- --------------------------------------------------------------------------------
1. SEQ. NO.
2. TITLE OR DESCRIPTION OF DATE
3. SUBTITLE
4. AUTHORITY
(Date Item Number)
5. CONTRACT REF
6. TECHNICAL OFFICE
7. DD
250
REQ
8. APP
CODE
(A)
9. INPUT
TO
IAC
(X)
10. FREQ
11. AS OF DATE
12. AS OF 1ST
SUBMISSION
13. DATE OF SUBSEQUENT SUBM EVENT ID
14. DISTRIBUTION AND ADDRESSEES
(ADDRESSEE-REGULAR
COPIES/REPRO COPIES)
- --------------------------------------------------------------------------------
1. M001
2. DEPOT MAINTENANCE MANUAL
3.
4. TMCR 25-93
5. SOW 3.14.4.8
6. MARCORSYSCOM
(PSD-M)
7. DD
8.
9.
10. ONE/R
11.
12. SEE BLK 16
13. SEE BLK 16
14.
- --------------------------------------------------------------------------------
VALIDATED DRAFT
MARCORSYSCOM
(SST) 1/0
- --------------------------------------------------------------------------------
(PSD-M) 1/0
- --------------------------------------------------------------------------------
MCLBA(830) 1/0
- --------------------------------------------------------------------------------
MCLBB(B320) 1/0
- --------------------------------------------------------------------------------
REVISED DRAFT
- --------------------------------------------------------------------------------
MARCORSYSCOM
- --------------------------------------------------------------------------------
(PSD-D) 6/0
- --------------------------------------------------------------------------------
FINAL MARCORSYSCOM
- --------------------------------------------------------------------------------
(SST) 1/0
- --------------------------------------------------------------------------------
(PSD-M) 1/2**
- --------------------------------------------------------------------------------
MCLBA(830) 2/0
- --------------------------------------------------------------------------------
MCLBB(B32D) 1/0
- --------------------------------------------------------------------------------
15. Total
SEE BLK 16
- --------------------------------------------------------------------------------
16. REMARKS
BLK 12 & 13 - THE CONTRACTOR SHALL SUBMIT VALIDATED DRAFT MANUAL 120 DAYS
AFTER CONTRACT AWARD. THE GOVERNMENT REQUIRES 60 DAYS TO
REVIEW AND COMMENT. THE CONTRACTOR SHALL INCORPORATE
GOVERNMENT COMMENTS ON VALIDATED DRAFT AND RESUBMIT REVISED
DRAFT WITHIN 45 DAYS FOR GOVERNMENT VERIFICATION (6 COPIES OF
REVISED DRAFT TO MARCORSYSCOM (PSD-D) ONLY.) FOLLOWING
COMPLETION OF VERIFICATION THE CONTRACTOR SHALL INCORPORATE
ANY REQUIRED CHANGES AND SUBMIT FINAL MANUAL * WITHIN 30 DAYS
FOR GOVERNMENT APPROVAL. THE GOVERNMENT REQUIRES 60 DAYS TO
REVIEW AND APPROVE/DISAPPROVE FIANL MANUAL.
* FINAL MANUAL SHALL BE CAMERA-READY COPY.
** REPRODUCIBLE: ONE COPY SHALL BE CAMERA-READY (TO INLCUDE ILLUSTRATIONS);
ONE COPY SHALL BE ELECTRONIC MEDIA IN WORDPERFECT 5.1 ON 3-1/2 INCH HIGH
DENSITY DISKETTE CONTAINING TEXT ONLY.
BLK 15 - VALIDATED DRAFT 4/0; REVISED DRAFT 6/0; FINAL 5/2**
SHALL BE DELIVERED CONCURRENTLY WITH THE OCD. P00002
- --------------------------------------------------------------------------------
PREPARED BY /s/ Robyn Fait
----------------------
DATE 22 Feb 94
APPROVED BY /s/ J P McGovern
----------------------
DATE
- --------------------------------------------------------------------------------
DD FORM 1423 PAGE ____ OF ____ PAGES
-9-
<PAGE>
TMCR NO. 25-93
TECHNICAL MANUAL CONTRACT REQUIREMENTS (TMCR)
SUBJ: DEPOT MAINTENANCE MANUAL
"TM REQUIREMENTS CONTAINED HEREIN HAVE BEEN CLEARED FOR USE BY THE OFFICE OF
MANAGEMENT AND BUDGET PUBLICATION NO. 0704-0188".
52
<PAGE>
SUBJECT: DEPOT MAINTENANCE MANUAL
SCOPE: This TMCR presents requirements for preparing the subject Depot
Maintenance Manual. The requirements specified herein constitute the technical
manual tasks to be performed by the contractor and the resulting deliverables.
1.0 APPLICABLE DOCUMENTS
1.1 GOVERNMENT DOCUMENTS: The following documents, of the issue in effect on
the date of invitation for bids or request for proposal, form a part of this
TMCR to the extent covered herein.
MIL-M-38784 Manuals, Technical: General Style and Format
Requirements
MIL-M-63041 Manual, Technical: Preparation of Depot Maintenance
Work Requirements
MIL-M-85337 Manuals, Technical: Quality Assurance Program;
Requirements for
2.0 REQUIREMENTS
In the event of conflict between the requirements of this TMCR, and the
documents referenced herein, the requirements of the TMCR shall take precedence.
2.1 TECHNICAL MANUAL QUALITY ASSURANCE DATA. The contractor shall be
responsible for quality of the data in accordance with MIL-M-85337.
2.1.1 Technical Manual Validation. The contractor shall validate the technical
manual prior to submitting to the Government for review and comments. The
Government reserves the right to observe the contractor validation.
2.1.2 Technical Manual Verification. The Government will verify the technical
manual. The contractor shall make recommendations to the Government in the
development of a verification plan and provide technical and engineering
support, tools and facilities for the verification process.
2.1.3 Validation Certification Report. The contractor shall submit a
validation certification report concurrently with the submission of the
validated technical manual.
3.0 COPYRIGHTS
53
<PAGE>
The contractor shall identify copyrighted material, if any, and shall obtain
the written approvals of both the copyright owner and the contracting officer
prior to its use. The contractor shall furnish appropriate copyright release
giving the Government permission to reproduce and use copyrighted information.
When the contractor uses a manual which covers a vendor's components or portions
thereof, and the vendor's manual contains copyrighted material, the contractor
shall be responsible for obtaining a copyright release from the vendor and
furnishing such to the Government.
3.1 DEPOT MAINTENANCE MANUAL
3.1.1 Technical Content. The technical content shall conform to MIL-M-63041
with the following exceptions.
a. Throughout change "Depot Maintenance Work Requirements" to "Depot
Maintenance Manual"; change "DMWR" to "DMM".
b. Paragraph 3.1 is changed to read as follow:
"Format and content. Format and content are established by this
specification and reflect depot maintenance functions as determined
by the LSAR or the Marine Corps maintenance concept."
c. Paragraphs 3.2 through 3.9 are not applicable.
d. Paragraph 3.10: Deleted Appendix C, Expendable Supplies and
Materials List and Appendix D, Depot Mobilization Requirements.
e. Paragraph 3.11.1 and 3.11.1.1: Delete all paragraph text and
substitute the following: "(See MIL-M-38794.)".
f. Paragraphs 3.12.1.2 through 3.12.1.5: Not applicable.
g. Paragraph 3.12.3: Delete in its entirety.
h. Paragraph 3.13.2.4 is changed to read as follows:
"Modifications. Refer the user to SL-1-2 to ensure that all
Modifications Instructions have been effected."
54
<PAGE>
i. Paragraph 3.14.1.2.5: Last sentence is changed to read:
"Joint Oil Analysis Program (JOAP) as prescribed in
TI-4731-14/1_, shall be used, if applicable after test."
j. Paragraph 3.14.1.2.8: Delete third and fourth sentences.
k. Paragraph 3.14.2.1.1: Last sentence, "MWOs" is changed to "MI's";
"DMWR" is changed to "DMM"; and delete "commanders/depot/MSC requirements".
l. Paragraph 3.15.3.5: "(AR 750-22)" is changed to
"TI-4731-14/1_".
m. Paragraph 3.16.1.3: Delete second sentence.
n. Paragraph 3.16.1.5: Delete second sentence.
o. Paragraph 3.17 is changed as follows: Delete the first sentence and
add "Refer to MCO P4450.7."
p. Paragraph 3.20: Delete in its entirety.
q. Paragraph 3.21: Delete in its entirety.
r. Paragraph 3.24: Add to the end of the paragraph "as required."
s. Paragraph 6.2.2: Delete in its entirety.
3.1.2 Format. The Depot Maintenance Manual shall be prepared in accordance
with MIL-M-38784 for format and style with the following exceptions:
a. Decimal paragraph numbering does not apply.
b. Text shall be single column.
c. Illustration identification numbers specified by
MIL-M-38784, are not required.
d. Publication title shall be "DEPOT MAINTENANCE MANUAL", in accordance
with MIL-M-38784.
e. Cartoons shall not be used.
f. Authority notice is not required.
55
<PAGE>
g. In accordance with MIL-M-38784, the following distribution statement
shall be placed on the cover. The statement shall be centered, one-half inch
below the Marine Corps seal in 0.09 inch type:
"THIS PUBLICATION IS REQUIRED FOR OFFICIAL USE OR FOR ADMINISTRATIVE
OR OPERATIONAL PURPOSES. DISTRIBUTION IS LIMITED TO U.S. GOVERNMENT
AGENCIES ONLY. OTHER REQUESTS FOR THIS DOCUMENT MUST BE REFERRED TO:
COMMANDANT OF THE MARINE CORPS (AREB), WASHINGTON, D.C. 20380-0001."
h. The following destruction notice shall be printed on the cover, two
line spaces below the distribution statement in 0.09 inch type:
"DESTRUCTION NOTICE: FOR UNCLASSIFIED, LIMITED DOCUMENTS, DESTROY BY
ANY METHOD THAT WILL PREVENT DISCLOSURE OF CONTENTS OR RECONSTRUCTION
OF THE DOCUMENTS."
i. The statement "FOR OFFICIAL USE ONLY" shall appear in 0.20 inch type,
0.125 inch below the bottom horizontal-rule line, centered.
j. In accordance with MIL-M-38784, foldout pages shall not be used
without prior approval of the contracting officer.
k. Preparation for delivery shall be accomplished in accordance with
MIL-M-38784.
l. Publication Number. The publication shall be assigned a Depot
Maintenance Manual identification number. The number shall be placed on the
cover and shall be on all pages of the manual in the same type size as the basic
manual. The number shall be assigned by the Commander, Marine Corps Systems
Command (Code PSD-M).
m. Photographs/Line Drawing. Line drawings shall be prepared in lieu of
photographs (half tones).
n. Publication Date. The publication date shall be the Copy Freeze Date
which is an engineering cutoff date established by the procuring activity. No
hardware changes will be incorporated into the publication after the Copy Freeze
Date. The publication date shall be shown on the front cover only.
3.1.3 Reproducible Copy and Integrally Related Art. Manuscript having
corrections resulting from in-process reviews and verification, as applicable,
shall be incorporated. The material shall be prepared legible and usable at the
most economical cost,
56
<PAGE>
considering initial and follow-on costs, such as reproduction, printing,
handling, filing, storing, and equipment, and any combination thereof, electric
accounting machine, computers, punched cards, and tapes may be used for
preparing text.
4.0 QUALITY ASSURANCE PROVISIONS
4.1 CONTRACTOR SURVEILLANCE. Contractor surveillance shall be performed on a
continuing basis to ensure compliance with his quality program plans, this TMCR,
and the contract.
4.2 GOVERNMENT SURVEILLANCE. The Government may conduct a Guidance and Quality
Planning Conference and Quality Program Review throughout the term of the
contract to ensure compliance with this TMCR, the contract, and the production
of a quality product.
4.3 QUALITY ASSURANCE PROGRAM. The contractor shall establish a Quality
Assurance Program (QA program) to monitor and ensure the development/revision of
technically accurate and complete TMS. The contractor's QA Program shall
encompass the accountability for and development of Quality Control (QA)
functions required for the following TM Program elements:
a. Source data collection
b. Intermediate products
c. Graphics and illustrations
d. Validation
e. Internal coordination
f. Records
g. Final product delivery
4.3.1 QA Organization. The contractor's QA organization shall have well-
defined responsibility, authority, and the organizational freedom to identify
and evaluate quality problems and to initiate, recommend, and require solutions.
4.3.2 QA Functions. All TM elements and processes shall be evaluated at
various stages of development/revision by in-process reviews and validation.
The contractor shall maintain objective records of all quality reviews.
4.3.3 Corrective Action. The Contractor shall initiate a process of corrective
action for each deficiency identified. The contractor shall implement
preventive action programs to counter
57
<PAGE>
any apparent deficiency trends. The identification of deficiencies which are
not cited in the Classification of Defects (CD) shall be identified and added to
the CD in the QA Program plan.
4.3.4 In-Process Review (IPR). IPRs may be requested by the Government to
provide for coordinated monitoring to TM preparation by the contractor and the
Government. The contractor shall support IPRs and provide access to TM
materials, intermediate products, and final products, in addition to providing
the Government access to his quality program plan, if requested. The IPRs shall
include:
a. Source data
b. TM outlines
c. Presentation methods
d. Modes of preparation
e. TMCR compliance
f. Completed documentation (text and artwork)
4.3.4.1 Scheduling IPRs. IPRs shall be held at the contractor's or designated
Government facility. The contractor shall submit an IPR schedule for review
during the initial Guidance Conference if applicable. IPRs shall be requested
when assistance or clarification is desired. The Government may require and the
contractor may request additional IPRs at anytime irrespective of the schedule.
4.3.4.2 IPR Records. The contractor shall act as recorder and record
decisions/discrepancies resulting from or associated with IPRs.
4.3.4.3 Disposition of IPR Findings. Discrepancies and/or deficiencies found
as the result of the IPR shall be corrected prior to certification and
acceptance of the TM.
4.3.5 Validation. Validation is a contractor QA responsibility accomplished on
all TMs, changes, and revisions thereto. A TM shall not be validated until the
following conditions have been fulfilled:
a. Contractor's engineering technical review has been completed.
b. Information reflects configuration of the system/equipment and
includes all engineering changes.
58
<PAGE>
c. Procedural instructions are readily understandable by the intended user
and adequate to perform all operations and maintenance functions.
d. Adequacy of data is checked to ensure that it supports the approved
maintenance and support plan.
e. Hardware of the proper configuration is available for the validation
effort.
4.3.5.1 Support Equipment. Government-approved support equipment shall be used
in the performance of validation. Simulation or substitution of support
equipment must be approved by the Government. It is the responsibility of the
contractor to submit requests for Government-furnished equipment to support the
validation effort.
4.3.5.2 Disposition of Verified Data. Corrections and significant comments
resulting from validation/verification shall be incorporated following the
verification effort and prior to the Government's certification and acceptance
of the TM.
5.0 PACKAGING AND DELIVERY
a. Package Marking. In addition to sender and addressee information,
the exterior of each package shall bear the following:
1. Publication number
2. Contract of Purchase Order Number
3. Type of material enclosed
4. Number of containers in the shipment
b. Packing List. A copy of the letter of transmittal, or the packing
list, shall be placed inside the package. When a shipment consists of several
packages, the letter of transmittal or packing list shall be enclosed in the
first package and shall identify the material that was wrapped in each package.
5.1 MANUAL, TECHNICAL
5.1.1 Manuscript Copy For View. Manuscript copies shall be wrapped separately
and packaged flat in cartons. Final size illustrations shall be included in the
manuscript. Foldouts shall have aprons and be folded as necessary to fit the
bound manuscript. Maximum thickness of bound matter shall be three inches, not
including covers. If the number of foldouts is enough to cause a substantial
difference in thickness of the
59
<PAGE>
manuscript binding edge, spacers shall be added to equalize the two sides of the
manuscript. The manuscript may be bound with posts, inserted in three-ring
binders or heavy-duty stapled. Elaborate containers shall not be used.
Packaging must protect the manuscript so that it cannot shift within the
container during shipment. Manuscripts are to be delivered as specified on the
CDRL.
5.1.2 Reproducible Copy and Integrally Related Art. The reproducible (camera-
ready) copy shall be packaged flat and double-packaged. Artwork shall not be
folded or rolled. The interior material shall be waterproof and free of any
chemical substance that would discolor or otherwise render the reproducible copy
useless. The exterior package shall be a standard commercial carton at least
equal to Interstate Commerce Standards and of sufficient strength to provide for
safety and safe delivery, and to protect the camera-ready copy against damage
during shipping. Reproducible copy shall be delivered in accordance with the
CDRL.
6.0 DELIVERY INSTRUCTIONS
6.1 Contractor shall submit validated draft copies of the technical manual in
accordance with the CDRL for review, comments and approval/disapproval.
6.2 Contractor shall provide 6 complete copies of the TM to be verified by the
Government. These copies shall be provided to the Government 2 weeks prior to
the start of the verification effort.
6.3 Text files shall be provided in Wordperfect 5.1 on 3 1/2 inch diskettes.
Illustrations shall be camera-ready copy including all required corrections
resulting from IPR's and verification. Both the text and illustrations shall be
submitted to the Commander, Marine Corps Systems Command, Code PSD, for review
and approval.
60
<PAGE>
- --------------------------------------------------------------------------------
CONTRACT DATA REQUIREMENTS LIST
SYSTEM/ITEM ISMT/1ST
----------
ATCH NR TO EXHIBIT N
-------- ---------
TO CONTRACTOR/PR
---------------------------------
CATEGORY TECHNICAL PUBLICATIONS OPTION
----------------------------------------
CONTRACTOR
---------------------------------------
- --------------------------------------------------------------------------------
1. SEQ. NO.
2. TITLE OR DESCRIPTION OF DATE
3. SUBTITLE
4. AUTHORITY
(Date Item Number)
5. CONTRACT REF
6. TECHNICAL OFFICE
7. DD
250
REQ
8. APP
COD
E (A)
9. INPUT
TO IAC
(X)
10. FREQ
11. AS OF DATE
12. AS OF 1ST
SUBMISSION
13. DATE OF SUBSEQUENT SUBM EVENT ID
14. DISTRIBUTION AND ADDRESSEES
(ADDRESSEE-REGULAR
COPIES/REPRO COPIES)
- --------------------------------------------------------------------------------
1. N001
2. SUPPLEMENTAL DATA FOR
3. COMMERCIAL OFF-THE-SHELF (COTS) MANUALS
4. DI-TMSS-80528
5. 5.3.14.4.1
6. MARCORSYSCM
(PSD-M)
7. DD
8.
9.
10. ASREQ
11.
12. SEE BLK 16
13.
14.
DRAFT MARCORSYSCOM
- --------------------------------------------------------------------------------
(SST) 1/0
- --------------------------------------------------------------------------------
(PSD-M) 1/0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FINAL
- --------------------------------------------------------------------------------
MARCORSYSCOM
- --------------------------------------------------------------------------------
1/0
- --------------------------------------------------------------------------------
(PSD-M) 1/2
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PLUS OVERPACK
- --------------------------------------------------------------------------------
(SEE BLK 16)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
15. Total
SEE BLK 16
- --------------------------------------------------------------------------------
16. REMARKS
THIS IS AN OPTION ITEM.
BLK 12 & 13 - MANUALS/DOCUMENTATION SHALL BE SUBMITTED 30 DAYS AFTER
EXERCISE OF OPTION/GOVERNMENT REQUEST. THE GOVERNMENT REQUIRES
30 DAYS TO REVIEW, COMMENT OR APPROVE. FINAL
MANUAL/SUPPLEMENTATION SHALL BE PROVIDED IN CAMERA-READY AND
MAGNETIC MEDIA WITHIN 30 DAYS OF RECEIPT AND INCORPORATION OF
GOVERNMENT COMMENTS.
* REPRODUCIBLE/CAMERA-READY COPY: ONE COPY SHALL BE CAMERA-READY COPY (TO
INCLUDE ILLUSTRATIONS) AND ONE COPY SHALL BE ELECTRONIC MEDIA IN WORDPERFECT 5.1
ON 3-1/2 INCH HIGH DENSITY DISK CONTAINING TEXT ONLY.
BLK 15 - DRAFT 2/0; FINAL 2/2* PLUS OVERPACK ONE COPY PER SYSTEM
OVERPACK - CONTRACTOR SHALL OVERPACK GOVERNMENT APPROVED SUPPLEMENTATION WITH
EACH END ITEM/SYSTEM.
- --------------------------------------------------------------------------------
PREPARED BY /s/ Robyn Fait
----------------------
DATE 22 Feb 94
APPROVED BY /s/ J P McGovern
----------------------
DATE
- --------------------------------------------------------------------------------
DD FORM 1423 PAGE ____ OF ____ PAGES
61
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
K
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 11
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00001
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See Block 16c
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQ NO
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CTQ 3LW
MARINE CORPS SYSTEMS COMMAND
2033 BARNETT AVE, SUITE 315 POC. Lisa Werbickas
QUANTICO, VA 22134-5010 (703)640-5822 ext 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA, GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE, GA 30174
TIN: 57-07777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE 76478 FACILITY CODE
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning copies of the amendment;
---
(b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
See page 6 of this modification.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
- --- CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
FAR 52.217-7 Option for Increased Quantity - Separately Priced Line
Item (March 1989)
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT Contractor ( ) is not, (X) is required to sign this document and
return 2 to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible)
SEE ATTACHED PAGES.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
--------------------------
(Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
GLENN O. CRUZE, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
<PAGE>
M67854-94-C-2014
Modification P00001
The purpose of this modification is to 1) provide SLIN designations, 2)
partially exercise Option Year 1 and Option Year 2, 3) add Exhibit B, Sequence
Number B006, for Reprocurement Data, Option CLIN 0430 and revise Section B and
Contract Data Requirements List in Section J accordingly, 4) delete Option CLIN
0426 for Maintenance Manual to incorporate the requirement for the Maintenance
Contract Data, and revise Sections B, C, and F to reflect changes, and 5)
provide funds and accounting and appropriation data in Section G-3.
1. This modification hereby revises the following Contract Line Item Numbers
(CLINs) as exercised in the basic contract to Sub-Line Item Numbers (SLINs):
CLIN in
-------
Basic Contract: Revised to:
--------------- -----------
0100 0100AA
0101 0101AA
0104 0104AA
0106 0106AA
0107 0107AA
0108 0108AA
0109 0109AA
0110 0110AA
0112 0112AA
0118 0118AA
0119 0119AA
0122 0122AA
0125 Deleted P0004
0128 0128AA
0129 0129AA
NOTE: These are provided for the submission and payment of invoices in
accordance with Section H-12 BILLING CLAUSE of the contract.
-------------------
2. This modification hereby partially exercises Option CLINs from Option Year
1 and Option Year 2 by incorporating the following two pages of this
modification, pages 3 and 4, into Section B-2 of the contract.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
- 51 -
<PAGE>
M67854-94-C-2014
Modification P00001
B-2 Option CLINs 0100, 0102 through 0111, 0117 through 0120, 0122, 0128, and
0129 are hereby partially exercised as follows:
<TABLE>
<CAPTION>
CLIN ACRN SUPPLIES/SERVICES QTY UNIT UNIT PRICE AMOUNT
- ---- ---- ----------------- --- ---- ---------- ------
<S> <C> <C> <C> <C> <C> <C>
0100
- ----
0100AB AD ISMT BASE UNIT 41 EA $ 35,443.00 $1,453,163.00
0100AC AC 13 EA $ 35,443.00 $ 460,759.00
===
54
0102
- ----
0102AC AD M-16A2 128 EA $ 2,144.00 $ 274,432.00
0102AD AC 52 EA $ 2,144.00 $ 111,488.00
===
180
0103
- ----
0103AC AD M9 PISTOL 53 EA $ 2,602.00 $ 137,906.00
0103AD AC 13 EA $ 2,602.00 $ 33,828.00
===
65
0104
- ----
0104AB AD 12 GAUGE SHOTGUN 40 EA $ 1,325.00 $ 53,000.00
0104AC AC 1 EA $ 1,325.00 $ 1,325.00
===
41
0105
- ----
0105AC AD SQUAD AUTOMATIC WEAPON 49 EA $ 8,041.00 $ 394,009.00
0105AD AC 2 EA $ 8,041.00 $ 16,082.00
===
51
0106
- ----
0106AB AD 240G MACHINE GUN 12 EA $ 20,428.00 $ 245,138.00
0106AC AC 12 EA $ 20,428.00 $ 245,138.00
===
24
0107
- ----
0107AB AD SMAW 21 EA $ 20,947.00 $ 439,887.00
0108
- ----
0108AB AD AT-4 32 EA $ 2,547.00 $ 81,504.00
0108AC AC 14 EA $ 2,547.00 $ 35,658.00
===
46
0109
- ----
0109AB AD MK-19 HEAVY MACHINE
GUN 29 EA $ 26,289.00 $762,381.00
0109AC AC 2 EA $ 26,289.00 $ 52,578.00
===
31
0110
- ----
0110AB AD M2 .50 CAL MACHINE GUN 27 EA $ 11,904.00 $321,408.00
0110AC AC 1 EA $ 11,904.00 $ 11,904.00
===
28
0111
- ----
0111AC AD M-203 GRENADE LAUNCHER 44 EA $ 4,596.00 $ 202,224.00
0111AD AC 15 EA $ 4,596.00 $ 59,748.00
===
57
</TABLE>
- 52 -
<PAGE>
M67854-94-C-2014
Modification P00001
<TABLE>
<CAPTION>
CLIN ACRN SUPPLIES/SERVICES QTY UNIT UNIT PRICE AMOUNT
- ---- ---- ----------------- --- ---- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
0117
- ----
0117AC AD SHOOT-BACK CAPABILITY 7 EA $ 930.00 $ 6,510.00
0118
- ----
0118AB AA FORWARD OBSERVER 13 EA $ 176.00 $ 2,288.00
011BAC AB 42 EA $ 176.00 $ 7,392.00
011BAD AC 13 EA $ 176.00 $ 2,288.00
===
68
0119
- ----
0119AB AD NIGHT VISION 13 EA $1,244.00 $16,172.00
0119AC AB 42 EA $1,244.00 $52,248.00
0119AD AC 13 EA $1,244.00 $16,172.00
===
68
0120
- ----
0120AC AD OPERATIONS AND 40 EA $ 100.00 $ 4,000.00
0120AD AC MAINTENANCE MANUALS 14 EA $ 100.00 $ 1,400.00
===
54
0122
- ----
0122AB AD SCENARIO DEVELOPMENT 8 EA $5,285.00 $42,288.00
0122AC AB TOOLSET 6 EA $5,286.00 $31,716.00
0122AD AC 1 EA $5,288.00 $ 5,288.00
0128
- ----
0128AB AD 1ST ADAPTER KIT 8 EA $ 505.00 $ 4,040.00
0129
- ----
0129AB AD DEPLOYMENT CASES 5 EA $2,526.00 $12,630.00
=============
$5,597,984.00
</TABLE>
OBLIGATED AMOUNT FOR PARTIAL EXERCISE OF OPTION YEAR 1 -- P00001 ONLY
B-2 Option CLINs 0203, 0210, 0215, and 0219 are hereby partially exercised as
follows:
<TABLE>
<CAPTION>
CLIN ACRN SUPPLIES/SERVICES QTY UNIT UNIT PRICE AMOUNT
- ---- ---- ----------------- --- ---- ---------- ------
<S> <C> <C> <C> <C> <C> <C>
0203
- ----
0203AA AD M9 PISTOL 28 EA $ 2,735.00 $ 76,580.00
0210
- ----
0210AA AD M2.50 CAL MACHINE GUN 6 EA $ 12,499.00 $ 74,994.00
0218
- ----
0218AA AD FORWARD OBSERVER 57 EA $ 184.00 $ 10,488.00
0219
- ----
0219AA AD NIGHT VISION 21 EA $ 753.00 $ 15,813.00
===========
$177,875.00
</TABLE>
OBLIGATED AMOUNT FOR PARTIAL EXERCISE OF OPTION YEAR 2 -- P00001 ONLY
M67854-94-C-2014
Modification P00001
- 53 -
<PAGE>
3. a) In Section B-1, (page B-22 of the contract), Option CLIN
0430 is revised to read as follows:
CLIN ACRN SUPPLIES/SERVICES QTY UNIT UNIT PRICE AMOUNT
- ---- ---- ----------------- --- ---- ---------- ------
0430 REPROCUREMENT DATA 1 LOT N/C N/C
TECHNICAL DATA PACKAGE
EXHIBIT B,
SEQ. NO. B006
b) In Section J under the Sequence Numbers for Exhibit B, add: "B006."
c) Exhibit B, Sequence No. B006 is provided as Attachment 1.
4. Option CLIN 0426, Maintenance Contract Data is hereby deleted and basic
CLIN 0426 for Depot Maintenance Manual, Exhibit M, Seq. No. M001, is hereby
revised to include the requirement for Maintenance Contract Data. As a result of
this change, the firm-fixed unit price for CLIN 0046 is increased from
$57,958.00 by $84,822.00 to a new amount $142,780.00
a) Section B is revised as follows:
CLIN ACRN SUPPLIES/SERVICES QTY UNIT UNIT PRICE AMOUNT
- ---- ---- ----------------- --- ---- ---------- ------
0046 AB/ DEPOT MAINTENANCE 1 LOT $142,780.00 $142,780.00
AA MANUAL EXHIBIT M, SEQ.
NO. M001 INCLUDING
MAINTENANCE CONTRACT
DATA IAW SOW
Note: AB $57,958.00
AA $84,822.00
(See paragraph 5, this modification, for addition of funds under ACRN "AA.")
b) Section C is revised as follows:
Under C-1, add: "Item 0046 shall be performed in accordance with the Statement
of Work referenced in Section J of the contract."
c) Section F is revised as follows:
Under F-3, TIME OF DELIVERY, Items 0025 through 0046, add: "Item 0046 for the
---------------- -----------------------
Depot Maintenance Manual shall be due in accordance with Exhibit M, Seq. No.
M001. The Contract Maintenance Data of Item 0046 shall follow the same schedule
as the Manuals with the exception of the draft which is due by 30 December
1994."
- 54 -
<PAGE>
M67854-94-C-2014
Modification P00001
5. The following is hereby added to Section G-3 ACCOUNTING AND APPROPRIATION
--------------------------------
DATA:
- ----
Doc. No. M9545094RC36135 Increase $87,110.00
AA 1731109 6445 031 00701 0 000027 2D 000000 644530036135
MIPR (DD Form 448) No. W74VAE-2-49-0002 Increase $91,356.00
AB 9720350 1801 18-1098 P2290.0000 31EA (APC EL49) S49092
Doc. No. M9545094RC2R008 $1,053,650.00
AC 9720350 1005 031 00701 0 000027 2D 00000 10050002R008
Doc. No. M9545094RC46092 $4,628,565.00
AD 1741109 6445 031 00701 0 000027 2D 00000 644530046092
For information purposes only:
AA - USMC funds
AB - Army Nation Guard funds
AC - USMC Reserves funds
AD - USMC funds
6. As a result of this modification, the total amount of funds obligated on
contract are increased from $16,118,410.00 by $5,860,681.00 to a new amount of
$21,979,091.00.
7. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
- 55 -
<PAGE>
- --------------------------------------------------------------------------------
CONTRACT DATA REQUIREMENTS LIST
SYSTEM/ITEM ISMT/IST
----------
ATCH NR TO EXHIBIT B
-------- ---------
TO CONTRACTOR/PR
---------------------------------
CATEGORY CONFIGURATION MANAGEMENT
----------------------------------------
CONTRACTOR
---------------------------------------
- --------------------------------------------------------------------------------
1. SEQ. NO.
2. TITLE OR DESCRIPTION OF DATE
3. SUBTITLE
4. AUTHORITY
(Date Item Number)
5. CONTRACT REF
6. TECHNICAL OFFICE
7. DD
260
REQ
8. APP
CODE
(A)
9. INPUT
TO IAC
(X)
10. FREQ
11. AS OF DATE
12. AS OF 1ST
SUBMISSION
13. DATE OF SUBSEQUENT SUBM EVENT ID
14. DISTRIBUTION AND ADDRESSEES
(ADDRESSEE-REGULAR
COPIES/REPRO COPIES)
- --------------------------------------------------------------------------------
1. B006
2. TECHNICAL DATA PACKAGE
3.
4. DI-CMAN-80776
5. SOW 3.14,4.9
6. MARCORSYSCOM
(SST)
7. DD
8.
9.
10. ONER/
11.
12. SEE BLK 1G
13. SEB DLK 10
14.
DRAFT MARCORSYSCOM
- --------------------------------------------------------------------------------
(SST) 2/0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FINAL
- --------------------------------------------------------------------------------
MARCORSYSCOM
- --------------------------------------------------------------------------------
(SST) 1/1**
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
15. Total
SEE BLK 16
- --------------------------------------------------------------------------------
16. REMARKS
THIS IS AN OPTION ITEM.
BLK 4 - THE FOLLOWING TAILORING APPLIES TO DI-CHAN-80776:
-DELETE PARAGRAPHS 10.2a,c,d,f,AND g. ONLY PARAGRAPHS
10.2.b AND 10.2.c APPLY.
BLK 12 & 13-SUBMIT DRAFT TOP* 60 DAYS AFTER EXERCISE OF OPTION.
THE GOVERNMENT REQUIRES 60 DAYS TO REVIEW AND COMMENT.
FINAL TDP** SHALL BE SUBMITTED WITH GOVERNMENT COMMENTS.
INCORPORATED, 30 DAYS AFTER RECEIPT OF SAID GOVERNMENT COMMENTS.
* DRAFT TDP SHALL BE CONTRACTOR FORMAT USING BLUE-BLACK LINE DRAWINGS.
** FINAL TDP SHALL BE CONTRACTOR FORMAT PROVIDED ON APERTURE CARDS USING THE
ATTACHED FORMAT FOR GUIDANCE IN DEVELOPING THE APERTURE CARDS. USING
APERTURE CARDS SHALL BE SILVER HALIDE.
BLK 15 - DRAFT 2/0; FINAL 1/1**
- --------------------------------------------------------------------------------
PREPARED BY
/s/ Robyn Fait
- ----------------------
- --------------------------------------------------------------------------------
DATE
28 AUG, 94
- --------------------------------------------------------------------------------
APPROVED BY
/s/ S.D.
- ----------------------
- --------------------------------------------------------------------------------
DATE
26 AUG 94
- --------------------------------------------------------------------------------
DD FORM 1423 PAGE ____ OF ____ PAGES
<PAGE>
Item 0430 CDRL Exhibit B
-----------
CDRL Sequence B006
-----------
Attachment No. 1 to P00001
----------------
_________________________________________________________________
MICROFILM AND APERTURE CARD REQUIREMENTS
----------------------------------------
A. Microfilm shall be in accordance with MIL-M-38761 as tailored below:
1. Paragraph 1.2.6 is applicable.
2. Each frame of microfilm shall be mounted in an aperture card in
accordance with MIL-C-9877 and MIL-STD-804 as tailored below. Reject
tabulating cards are not required.
3. Microfilm shall be 35mm in accordance with MIL-M-9868.
4. Aperture cards shall be sorted in alphanumeric sequence, major sort on
card cols 3-17, minor sort on card cols 18-22. Rejected cards shall
not be intersorted.
5. Aperture cards shall be generated in accordance with Method A.
6. Packing and packaging shall be level C.
B. Microfilming shall be in accordance with MIL-M-9868 as tailored below:
1. Unless otherwise specified on the CDRL, microfilm shall be Type 1,
Class 1.
2. Microfilm of computer printed documents shall be capable of making two
legible microfilm reproductions.
3. Protective coating is not required.
4. Microfilm index numbers are not required.
5. If existing pages of book form documents are revised and the page
number sequence is not affected, only revised pages need to be
remicrofilmed. If revisions do affect the page number the entire
document shall be remicrofilmed.
6. Reduced size drawings shall be avoided. If full size drawings are not
available, then reduced size drawings shall be microfilmed at a
reduction ratio to meet readability on a standard microfilm viewer.
- 57 -
<PAGE>
Item 0430 CDRL Exhibit B
-----------
CDRL Sequence B006
-----------
Attachment No. 1 to P00001
----------------
_________________________________________________________________
7. Book form drawings and documents shall be positioned one sheet per frame.
8. Undimensioned drawings shall be microfilmed.
C. Aperture cards shall be type 1, class 1 in accordance with MIL-C-9877.
D. Format and coding of aperture cards shall be in accordance with MIL-STD-804
as tailored below:
1. Paragraphs 4.4(b), 4.6, 4.9, 5.1.4 thru 5.1.6, 5.1.10, 5.2.3.1,
5.2.10, 5.2.16, 5.2.19 thru 5.2.21, 5.2.23, 5.2.25, 5.2.29.1, 5.2.31,
5.2.33 and 5.2.34 are not applicable.
2. When information is longer than the document number field in which it
is entered, the information shall be entered starting in the left-hand
column (CC3) of the field and continue through CC 16. An asterisk will
be entered in CC17 to indicate that the information overflows the
field. The remaining characters shall be keypunched in CC's 41-46.
Interpretation shall be entered in CC's 39-44.
3. When a drawing is identified by multiple whole numbers, such as 123456
through 123490, the first number shall be entered in the drawing or
document number field followed by a slash (/); then, the second number
shall be entered. If the combination of the two numbers and slash (/)
is more than 15 digits, the following will be used: 129-4567 through
129-4587. Correct entry shall be 129-4567/87. In all cases, a minimum
of two digits will appear after the slash (/).
4. "PA" for Marine Corps. cognizant engineering data shall be used where
required by paragraph 5.2.11.
5. DD Form 1562 - Dual Purpose Engineering Document Card [Card] H/T
(Lower Legend)] shall be used for Marine Corp requirements.
6. Paragraph 5.1.9(a):
- 58 -
<PAGE>
Item 0430 CDRL Exhibit B
-----------
CDRL Sequence B006
-----------
Attachment No. 1 to P00001
----------------
_________________________________________________________________
a. Subparagraph (5): Leave CC 25 and CC 26 blank.
b. Subparagraph (7): Leave CC 34 blank.
c. Subparagraph (13): Leave CC 50 blank. CC 51 shall have card code
"H" punched (see 5.2.12).
d. Subparagraph (15) and (17) not applicable.
e. Subparagraph (19) and (20): Leave CC 77 blank.
7. Paragraph 5.1.9(b):
a. Subparagraph (7): Use CC's 31-34 for frame number and
number of frames (see 5.2.8 and 5.2.9). Leave 35-46
blank.
b. Subparagraph (13) and (15) not applicable.
c. Subparagraph (17) and (18): Leave CC 77 blank.
8. Interpretation: Interpretation shall be only 60 columns across entire top
of card and shall be printed as follows:
CARD COLUMN PRINT POSITION
----------- --------------
1-2 1-2
3-17 4-18
18-22 54-58
23-25 22-24
26-27 19-20
28-30 25-27
31-34 29-32
41-43 39-41
47 50
48-49 51-52
- 59 -
<PAGE>
CARD COLUMN PRINT POSITION
----------- --------------
50 46
51 59
52 60
E. The plane of the document image will be on the rear of the aperture card
(back emulsion).
- 60 -
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
K
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 4
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00002
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See block 16C
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
Doc. No. M9545094RC46092
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CTQ 3LW
MARINE CORPS SYSTEMS COMMAND
2033 BARNETT AVE SUITE 315 POC: Lisa Werbickas
QUANTICO VA 22134-5010 (703)604-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than Item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE GA 30174
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE 76478 FACILITY CODE
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:(a)
By completing Items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
AD 1741109 6445 031 00701 0 000027 2D 000000 644530046092 increase $1,678.00
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
- --- CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
X ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE ATTACHED PAGES.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
CLARE FAWKES, CHIEF OPERATING OFFICER
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Clare Fawkes
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
10 NOV 1994
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
GLENN O. CRUZE, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
46
<PAGE>
M67854-94-C-2014
Modification P00002
The purpose of this modification is to 1) exercise Option CLIN 0124AB, 2)
specify a "duly authorized representative of the project officer, 3) delete the
bar coding requirement, 4) provide NSN's, 5) revise the time of delivery for the
convenience of the Government and specify conditions for early delivery, 6)
revise G-2 SUBMISSION OF INVOICES, 7) provide TAC codes for shipping, 8) revise
--------------------------
paragraph 3.2.1.2.2.2 of the PD, 9) revise distribution of data items, 100
revise delivery of CLINs 0037 and 0046, and 11) provide summary of funds for
information only.
1. EXERCISE OF OPTION The following Option CLIN is hereby exercised by this
------------------
modification. See Block 12 on page one of this modification for accounting and
appropriation data.
0124AB MARKSMANSHIP QUALIFICATION RANGES 1 EA $1,678.00
NOTE: This video shall be as described by MCO 3574.2H, Enclosure (7),
paragraph 2, pages 11-20. The appropriate targets are described in
Enclosure (10). On the D Mod, scoring shall be: two points for in the
circle; one point for in the black but inside the circle; and zero
points for out of the black. On the E target, scoring shall be: one
point for in the black; zero for out of the black. This is to be
incorporated into all of the systems as part of the software package.
2. Add the following to E-2: DCMAO Atlanta is a duly authorized
---
representative of the project officer.
3. The bar coding requirement contained in MIL-STD-129 is hereby deleted.
4. The National Stock Numbers (NSN), listed in Amendment 0002 of the
solicitation, are reiterated below for information purposes:
M-203 1010 00 179 6447 M-16 1005 01 128 9936
SMAW 1055 01 164 4608 SHOT GUN 1005 01 065 8989
SAW 1005 01 127 7510 or 1005 00 921 5483
M2 1005 00 726 5636 M-24OG 1005 01 359 2714
MK-19 1010 01 126 9063 AT-4 1055 01 207 2684
M9 1005 01 118 2640 MP-5 1005 01 360 7146
5. In Section (a) of F-3 FAR 52.212-1 TIME OF DELIVERY (APR 1984), the
--------------------------------------------
requirement for first delivery to be "150 days after contract award" for CLINs
001 through 0015 and CLIN 0021 is deleted and replaced with "23 January 1995,"
and the following shall be added:
- 47 -
<PAGE>
M67854-94-C-2014
Modification P00002
Early delivery. The Contractor may delivery early only if it
-------------- ----
receives written authorization from the PCO. The Contractor may ship in
place only if it receives written authorization from the PCO and
----
provided that it will be at no cost to the Government.
6. In G-2 SUBMISSION OF INVOICES, paragraph (c) shall be deleted and replaced
--------------------------
with:
(c) Upon inspection and acceptance of material, the Contractor
shall distribute the Material Inspection and Receiving Report (DD Form
250) in accordance with DFARS Appendix F, Part 4.
7. The following Transportation Accounting Classification (TAC) codes and the
accounting and appropriation data are hereby added for shipping:
For in-land transportation, i.e., CONUS:
1751109.6992 022 00703/0 000027 2D 00L604 699230056001
For ocean/terminal transportation, i.e., OCONUS:
1751109.6992 022 00703/0 000027 2D 00L604 699230056003
8. In the Purchase Description, paragraph 3.2.1.2.2.2 Target simulation,
-----------------
replace the second to last sentence with the following: "The spotting feedback
shall be delayed for three (3) seconds after the shot is fired."
9. Distribution, listed in block 14 of the DD form 1423, shall be revised as
shown below for the following exhibits:
Exhibit Add to Distribution:
------- --------------------
A001 DCMAO Atlanta (ACO)
A002 DCMAO Atlanta (ACO)
B001 DCMAO Atlanta (QAR)
B002 DCMAO Atlanta (QAR)
B003 DCMAO Atlanta (QAR)
E001 DCMAO Atlanta (QAR)
Exhibit Delete from Distribution:
------- -------------------------
F001 DCMC
F002 DCMC
10. Revision to Delivery Schedule: CLIN 0037 (Sequence Number D001) and CLIN
0046 (Sequence Number M001) shall be delivered concurrently with the Operational
Capabilities Demonstration (OCD).
- 48 -
<PAGE>
M67854-94-C-2014
Modification P00002
11. SUMMARY OF OBLIGATED FUNDS As a result of paragraph 1 of this
--------------------------
modification, the total contract price is increased from $21,979,091.00 by
$1,678.00 to a new total contract amount of $21,980,769.00. The following is
provided for information only to show the total amount obligated to date on each
funding document.
ACRN Obligated as Obligated Total
of this obligated
Previous Mod. Modification, to date
P00001 P00002
=========================================================
AA $11,300,747.00 $ 0 $11,300,747.00
AB $ 4,996,129.00 $ 0 $ 4,996,129.00
AC $ 1,053,650.00 $ 0 $ 1,053,650.00
AD $ 4,628,565.00 $1,678.00 $ 4,630,243.00
=========================================================
TOTAL $21,979,091.00 $1,678.00 $21,980,769.00
=========================================================
12. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
- 49 -
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
K
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 3
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00003
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See Block 16C
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQ. NO.
Doc. No. M9545094RC46092
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CTQ 3LW
MARINE CORPS SYSTEMS COMMAND
2033 BARNETT AVE. SUITE 315 POC Lisa Warbickas
QUANTICO VA 22134-5010 705-640-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA, GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE, GA 30174
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE 76478 FACILITY CODE
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
(X)10A. MODIFICATION OF CONTRACT/ORDER
- --- M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning copies of the amendment;
---
(b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
AO 1741109 6445 031 00701 0 000027 2D 000000 644550046092 increase
$95,332.00
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
- --- CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
(X) C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- --- MUTUAL AGREEMENT OF THE PARTIES
- --------------------------------------------------------------------------------
D. OTHER (Specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE ATTACHED PAGES.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Clare Fawkes, Chief Operating Officer
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Clare Fawkes
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
7 DECEMBER 1994
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
GLENN O. CRUZE, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ GLENN O. CRUZE
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
DEC 8 94
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
<PAGE>
M67854-94-c-2014
Modification P00003
The purpose of this modification is to: 1) incorporate portions of MCO 3574.2H
and establish a ceiling price to be negotiated and 2) add clause for Progress
Payments in exchange for revisions to the PD and menu software.
1. In order to change the specifications pursuant to FAR clause 52.243.1
Changes - Fixed Price (AUG 87) and incorporate Attachments 1 and 2, the above
numbered contract is hereby modified as follows:
a. Description of Change
---------------------
1) Ref: PD paragraph 3.8.2.1. Entry Level Marksmanship Scenarios
shall incorporate Phase III Fielding Firing Individual Training
Standards (ITS) 6-11. Specific details are provided in Marine Corps
Order (MC0) 3574.2H and the Detailed Instructors Guide for Entry Level
Training.
2) PD paragraph 3.8.2.2 requires scenarios for qualifications firing
for the M-9, M-203, M240G, M-2, MK-19, M-249, SMAW and AT-4. The ITSs
to support these weapons shall be in accordance with Attachment 1 to
this modification. These ITSs should be organized per the Menu
structure required in the following paragraph d.
3) The Menu structure shall be in accordance with Attachment 2 to
this modification.
b. Production Effectivity
----------------------
The changes in paragraph 1.a. shall be incorporated into all applicable
production units beginning with the first lot.
c. Effect on Delivery Schedule
---------------------------
As a result of the changes contained herein, the contract delivery schedule for
CLINs 0001 through 0015 and CLIN 0021 is hereby revised as follows: the first
lot (quality to be delivered per month per CLIN) shall be delivered no later
than 16 March 1995, and deliveries shall continue at the rate established in
Section F.
44
<PAGE>
M67854-94-C2014
Modification P00003
d. Equitable Contract Price Adjustment
-----------------------------------
The equitable adjustment in the prices of contract M67854-94-C-2014,
resulting from the changes in 1.a. above, shall be negotiated pursuant to
the procedures of the "Changes" clause by the Contractor and the
Administrative Contracting Officer (ACO). The equitable adjustment
negotiated shall encompass all units.
e. Funds Obligated
---------------
A not-to-exceed price of $95,332.00 is obligated for the changes in 1.a.
See Block 12 on page 1 of this modification for accounting and
appropriation data. All cost associated with this modification shall be
maintained in a separate cost ledger until negotiated.
2. a. The following clause is hereby added to Section I:
FAR SOURCE TITLE DATE
---------- ----- ----
52.232-16 Progress Payments JUL 91
Alternate I AUG 87
b. As equal consideration for paragraph 2.a. above, the following changes
shall be incorporated into the contract at no expense to the
Government:
1) Add to paragraph 3.8.5 of the PD: "The systems shall
include the ability to down load authored graphic courses."
2) Add to paragraph 3.7.1.3.2 of the PD: "Machine guns shall
display tracer rounds, where appropriate, to specifically
include M240G ITS scenarios and video combat scenarios. The
ratio of 1 tracer to 4 ball rounds shall be represented."
3) Changes to the menu software shall be made which will enable
access to the software for the sensed M16's and mortars.
3. This modification results in no change to the total contract price. Total
contract price remains $21,980,769.00.
4. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
45
<PAGE>
M67854-94-C-2014
Modification P00004
The purpose of this modification is to: 1) incorporate ECP Number 76478-005/94
at a ceiling price, 2) specify delivery locations and time delivery, 3)
authorize early delivery for the items listed in paragraph 2, 4) revise
paragraphs of the Purchase Description, and 5) provide Attachment A of the PD in
full text as follows:
1. In order to change the specifications pursuant to FAR clause 52.243.1
Changes-Fixed Price (AUG 87) and incorporate ECP Number 76478-005/94 provided as
Attachment 1, the above numbered contract is hereby modified as follows:
a. Description of Change
---------------------
Modify six ISTs to be adaptable to 3 ISMTs each. See Block 19 of Attachment
1.
b. Production Effectivity
----------------------
The changes in paragraph 1.a. shall be incorporated into the first six (6)
units of CLIN 0125 only.
c. Effect on Delivery Schedule
---------------------------
None. The first six units shall be delivered as follows: quantity 2 by 1
February 1995 and quantity 4 by 1 March 1995.
d. Equitable Contract Price Adjustment
-----------------------------------
The equitable adjustment in the prices on contract M67854-94-C-2014,
resulting from the changes in 1.a. above, shall be negotiated pursuant to
the procedures of the "Changes" clause by the Contractor and the
Administrative Contracting Officer (ACO). The equitable adjustment
negotiated shall encompass the first six units.
e. Funds Obligated
---------------
A not-to-exceed price of $262,014.00 is obligated for the changes in 1.a.
See Block 12 on page 1 of this modification for accounting and
appropriation data. The contractor is authorized to submit for Provisional
Delivery Payment for the first 6 units based on a total ceiling price of
$262,014.00 and a unit ceiling price of $43,669.99. The Contractor is
limited to no more than 75% of the unit ceiling price of $43,699.99 for the
Provisional Delivery Payment for each unit this ECP is applicable and the
total submission for Provisional Delivery Payment shall not exceed 75% of
$262,014.00.
-11-
<PAGE>
M67854-C-2014
Modification P00004
2. In order to make provisions for ECP 76478-005/94 to be incorporated into the
six units for the Army National Guard, Section B, "SUPPLIES AND/OR SERVICES AND
PRICES", is hereby revised as follows:
a. Under Section B of the basic contract, page B-25, delete CLIN 0125 in
its entirety and delete SLIN 0125AA in modification P00001 in its entirety and
replace CLIN 0125 and SLIN 0125AA with the following:
<TABLE>
<CAPTION>
UNIT TOTAL
CLIN ACRN SUPPLIES/SERVICES QTY PRICE AMOUNT
- -------- ---- ---------------------------------------------------------- --- ------- -------------
<S> <C> <C> <C> <C> <C>
0125AA AB IST BASE UNIT 36 $67,329 $2,423,844
(does not include weapons)
0215AB AB IST BASE UNIT 6 $67,329 $ 403,974
(does not include weapons)
0125AC AB ENGINEERING CHANGE 6 $40,700 $ 244,200
PROPOSAL 76478-005/94 (see A0000b.)
FOR THE UNIT 6 UNITS
CONTAINED IN
SLIN 0125AB ONLY
(See paragraph 1.a. of the modification for ceiling price)
</TABLE>
3. In Section F-3 FAR 52.212-1 TIME OF DELIVERY (APR 1984), the following
----------------------------------------
delivery dates and destinations are hereby provided. For the CLINs listed
below, the parties agree to revise the required delivery dates to the new date
shown below.
The parties agree that the items below shall be shipped in place at no charge to
the Government until the PCO provides further direction.
<TABLE>
<S> <C> <C> <C> <C>
CLIN Description Qty Location Delivered
- -------- ------------- --- --------------------- by:
---------
0102AB M-16A2 8 Troop E/348 CAV
0103AB M-9 2 1015 S. Hill Street 1 FEB 95
0105AB SAW 2 Griffin GA 30223-4858
0111AB M203 2
0119AC Night Vision 3
0120AB Manuals 1
0125AA IST Base Unit 1
0102AB M-16A2 8 Headquarters 1 FEB 95
0103AB M-9 2 HHC 2-121 IN
0105AB SAW 2 1500 N. Monroe Street
Albany GA 31702-0307
</TABLE>
-12-
<PAGE>
M67854-C-2014
Modification P00004
0111AB M203 2
0119AC Night Vision 3
0120AB Manuals 1
0125AA IST Base Unit 1
4. In accordance with Section F-3, paragraph entitled Early delivery,
--------------
incorporated in Modification P00002, the PCO hereby authorizes early delivery
for the items listed in paragraph 2 above.
5. For changes made in Modification P00003, the following PD paragraphs shall be
revised accordingly:
a. Item 1.a.3) of Mod. P00003 shall be replaced with the following addition to
the PD:
3.8.6 Menu Structure. The system shall provide a menu structure that
will support Mode 1 qualification ranges (ITS based training) for each
weapon and Mode 2 combat and shoot/no-shoot training (collective
training) per PD paragraph 3.2.1.1.1. The structure shall allow the
trainees to quickly move from one training scenario to another within
Modes, regardless whether that training scenario is provided by CGI or
video disc.
b. Item 2.b.2) of Mod. P00003 is added to paragraph 3.7.2.1.3.1 vice
paragraph 3.7.1.3.2.
c. Item 2.b.3) of Mod. P00003 shall be revised to add the following to
paragraphs 3.7.2.2 and 3.2.1.7.1 of the PD:
1) Add to paragraph 3.7.2.2: "All systems shall include the software to
support adding a mortar to any system."
2) Add to paragraph 3.2.1.7.1:
"d. The system shall be capable of adding sensed M-16s, which will
provide additional diagnostics for an instructor to evaluate. These
diagnostics shall include, as a minimum, a reflection of weapons cant,
trigger pull pressure and butt stock pressure. All systems shall have
the software to support adding sensed M-16s."
6 Appendix A to the PD, which was previously referenced, is hereby added in full
text as Attachment 2 to this modification.
7. Under Section I, "CONTRACT CLAUSES FOR A FIXED PRICE SUPPLY CONTRACT", Part
II, "DOD FEDERAL ACQUISITION REGULATION SUPPLEMENT (48 CFR CHAPTER 1) CLAUSES",
the following clause is hereby incorporated in the contract.
PRICE CEILING (DEC 1991)
-13-
<PAGE>
M67854-94-C-2014
Modification P00004
The definitive modification resulting from this undefinitized action shall
not exceed $262,014.00.
(End of clause)
8. This modification results in no change to the total contract price. Total
contract price remains $29,566,130.00 per A00006.
9. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
-14-
<PAGE>
- ------------------------------------------------------------------------------
ENGINEERING CHANGE PROPOSAL (ECP), PAGE 1
- ------------------------------------------------------------------------------
1. DATE (YYMMDD)
95/01/27
- ------------------------------------------------------------------------------
Form Approved
OMB No. 0704-0188
- ------------------------------------------------------------------------------
Public reporting burden for this collection of information is estimated to
average 2 hours per response, including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed, and
completing and reviewing the collection of information. Send comments regarding
this burden estimate or any other aspect of this collection of information,
including suggestions for reducing this burden to Department of Defense,
Washington Headquarters Services, Directorate for Information Operations and
Reports, 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA 22202-4302, and
to the Office of Management and Budget, Paperwork Reduction Project (0704-0188),
Washington, DC 20503.
PLEASE DO NOT RETURN YOUR COMPLETED FORM TO EITHER OF THESE ADDRESSES. RETURN
------
COMPLETED FORM TO THE GOVERNMENT ISSUING CONTRACTING OFFICER FOR THE
CONTRACT/PROCURING ACTIVITY NUMBER LISTED IN ITEM 2 OF THIS FORM.
- ------------------------------------------------------------------------------
2. PROCURING ACTIVITY NO.
M67854
- ------------------------------------------------------------------------------
3. DODAAC
- ------------------------------------------------------------------------------
4. ORIGINATOR
- ------------------------------------------------------------------------------
a. TYPED NAME (First, Middle Initial, Last)
Firearms Training Systems, Inc.
- ------------------------------------------------------------------------------
b. ADDRESS (Street, City, State, Zip Code)
7340 McGinnis Ferry Road
Suwanee, GA 30174
- ------------------------------------------------------------------------------
5. CLASS OF ECP
I
- ------------------------------------------------------------------------------
6. JUST CODE
O
- ------------------------------------------------------------------------------
7. PRIORITY
R
- ------------------------------------------------------------------------------
8. ECP DESIGNATION
- ------------------------------------------------------------------------------
a. MODEL/TYPE
- ------------------------------------------------------------------------------
b. CAGE CODE
76478
- ------------------------------------------------------------------------------
c. SYSTEM DESIGNATION
Infantry Squad Trainer
- ------------------------------------------------------------------------------
d. ECP NO.
76478-005/94
- ------------------------------------------------------------------------------
e. TYPE
F
- ------------------------------------------------------------------------------
f. REV
R2
- ------------------------------------------------------------------------------
9. BASELINE AFFECTED
[ ] FUNCTIONAL [X] PRODUCT
[ ] ALLOCATED
- ------------------------------------------------------------------------------
10.OTHER SYS./CONFIG. ITEMS AFFECTED
[_]YES [X] NO
- ------------------------------------------------------------------------------
11. SPECIFICATIONS AFFECTED
- ------------------------------------------------------------------------------
CAGE Code Specification/Document No. Rev. SCN
- ------------------------------------------------------------------------------
a. SYSTEM PD-94-003
- ------------------------------------------------------------------------------
b. DEVELOPMENT
- ------------------------------------------------------------------------------
c. PRODUCT
- ------------------------------------------------------------------------------
12. DRAWINGS AFFECTED
- ------------------------------------------------------------------------------
CAGE Code Number Rev. NOR
- ------------------------------------------------------------------------------
13. TITLE OF CHANGE: Modify B-IST to be an IST with 3 x ISMT configuration.
- ------------------------------------------------------------------------------
14. CONTRACT NO. AND LINE ITEM
M67854-94-C-2014 CLIN 0125
- ------------------------------------------------------------------------------
15. PROCURING CONTRACTING OFFICER
- ------------------------------------------------------------------------------
a. NAME (First, Middle Initial, Last) Glenn O. Cruze
- ------------------------------------------------------------------------------
b. CODE CTQ c. TELEPHONE NO. 703-640-5822 x 226
- ------------------------------------------------------------------------------
16. CONFIRMATION ITEM NOMENCLATURE: Infantry Squad Trainer (IST)
- ------------------------------------------------------------------------------
17. IN PRODUCTION
[X] YES [ ] NO
- ------------------------------------------------------------------------------
18. ALL LOWER LEVEL ITEMS AFFECTED
- ------------------------------------------------------------------------------
a. NOMENCLATURE: N/A b. PART NO c. NSN
- ------------------------------------------------------------------------------
19. DESCRIPTION OF CHANGE: Modify six (6) stand-alone Basic Infantry Squad
Trainers (B-ISTs) to be ISTs adaptable to (3) Indoor Simulated Marksmanship
Trainers (ISMT). See Attached data
- ------------------------------------------------------------------------------
20. NEED FOR CHANGE ISTs in a configuration that allows breaking down into 3
ISMTs provides the Government greater flexibility for marksmanship and Fire
Team training. The change makes more effective and efficient use of assets
by providing access to a larger number of trainees.
- ------------------------------------------------------------------------------
21. PRODUCTION EFFECTIVITY BY SERIAL NUMBER
ISTs 001 through 006
- ------------------------------------------------------------------------------
22. EFFECT ON PRODUCTION DELIVERY SCHEDULE
None
- ------------------------------------------------------------------------------
23. RETROFIT
- ------------------------------------------------------------------------------
a. RECOMMENDED ITEM EFFECTIVITY b. SHIP/VEHICLE CLASS AFFECTED
- ------------------------------------------------------------------------------
c. ESTIMATED KIT DELIVERY SCHEDULE d. LOCATIONS OR SHIP/VEHICLE NUMBERS
AFFECTED
- ------------------------------------------------------------------------------
24. ESTIMATED COSTS/SAVINGS UNDER 25. ESTIMATED NET TOTAL COSTS/SAVINGS:
CONTRACT $262,014
- ------------------------------------------------------------------------------
26. SUBMITTING ACTIVITY b. TITLE: Bob Terry, Director of Programs
a. AUTHORIZED SIGNATURE
- ------------------------------------------------------------------------------
27. APPROVAL/DISAPPROVAL
- ------------------------------------------------------------------------------
a. CLASS I b. CLASS II
[X] APPROVAL [_] DISAPPROVAL [_] APPROVED [_] DISAPPROVED
RECOMMENDED RECOMMENDED
- ------------------------------------------------------------------------------
c. CLASS III
[_] CONCUR IN CLASSIFI- [_] DO NOT CONCUR IN CLASSIFI-
CATION OF CHANGE CATION OF CHANGE
- ------------------------------------------------------------------------------
d. GOVERNMENT ACTIVITY e. SIGNATURE f. DATE SIGNED (YYMMDD)
PM, Training Systems, MCSC /s/ D.E. Jordan, Jr. 950131
--------------------
- ------------------------------------------------------------------------------
g. APPROVAL h. GOVERNMENT i. SIGNATURE j. DATE SIGNED (YYMMDD)
[X] APPROVED ACTIVITY 95013
[_] DISAPPROVED MARCORSYSCOM /s/ Glenn O. Cruze
--------------------
- ------------------------------------------------------------------------------
DD Form 1692, APR 92 EF-V1)(ParFORM PRO) Previous editions are obsolete
-15-
<PAGE>
ECP 76478-005/94 Backup Data
11. Specifications Affected:
Purchase Description 94-03. Change Paragraph 3.9 from:
3.9 Infantry Squad Trainer (IST). The IST shall be a 12 lane squad
----------------------------
trainer. It shall have all of the same capabilities as, and meet the
same requirements of, the ISMT in a manner that allows up to 12 trainees
to use the trainer simultaneously. These capabilities and requirements
may be achieved by using an IST adapter kit that allows any two or three
ISMTs procured under this contract to network as one system, as
described below. The contractor shall also provide an entire system to
satisfy requirements where the government does not desire to network
three fielded ISMTs.
To:
3.9 Infantry Squad Trainer (IST). The IST shall be a 12 lane squad
----------------------------
trainer. It shall have all of the same capabilities as, and meet the
same requirements of, the ISMT in a manner that allows up to 12 trainees
to use the trainer simultaneously. These capabilities and requirements
may be achieved by using an IST adapter kit that allows any two or three
ISMTs procured under this contract to network as one system, as
described below.
19. Description of Change:
The purpose of this ECP is to change the first six Base-Infantry Squad Trainers
(B-ISTs) into Infantry Squad Trainers (ISTs) adaptable to three Indoor Simulated
Marksmanship Trainers (ISMTs).
A B-IST configured from major components of 2 ISMTs, each providing 6 firing
positions, was originally contracted for use by the U.S. Army National Guard
(ARNG) as shown in Figure 1. The B-IST is a stand-alone IST and is not capable
of breaking down into any more than one ISMT. The B-IST consists of one desk,
one chair, one PC, and two PSCs (one in the desk and one on the ground), two
LDPs (one in the desk and one on the ground), and two projectors.
-16-
<PAGE>
GRAPHIC
The ISMT and IST are Commercial-off-the-Shelf (COTS) classroom trainers. The
systems consist of standard Marine Corps small arms and crew-served simulated
weapons, a simulation unit and a system controller that allows control of all
training and feedback. The ISMT has 4 firing positions and the Marine Corps
IST, which is made up of 3 ISMTs connected with an adapter kit, has 12 firing
positions. The adapter kit used to combine 3 ISMTs to produce an IST is made up
of cables, connectors, and screen strips. The Instructor's Desk includes a
Personal Computer(PC), the Primary Simulation Computer (PSC), the Laser Disc
Player (LDP) and a dot-matrix printer to provide hard copy training and system
operation records. The PSC provides all computer control of the weapons, audio,
and simulation functions. The LDP provides the generation of all video media
stored on laser disc. All ISMT personal computers have the capability to act as
the system controller for the IST. Figure 2 and Figure 3 provide a graphic
presentation of the ISMT and IST.
-17-
<PAGE>
[GRAPHIC]
-18-
<PAGE>
The Government has requested that FATS reconfigure a quantity of B-ISTs into
ISTs capable of adapting to three (3) ISMTs each. To change a B-IST into an IST
requires an additional ISMT (less the screen), IST Adapter Kits, and an added
set of hardware necessary to complete a third
GRAPHIC
Instructor's Control Station. This latter item consists of one desk, one chair,
one PC, and one printer. This is graphically depicted above in Figure 4.
Hardware added by ECP-005/94:
2 Disks
2 Chairs
2 Speakers
1 Projector
2 Personal Computers (PC) with Monitors and keyboards
1 Primary Simulation Computer (PSC)
1 Laser Disc Player (LDP)
1 IST Adapter Kit (less two screen strips)
-19-
<PAGE>
To hook up an IST the connections shown at Figure 5 need to be made to the
master control station (that desk out of three chosen to be the instructor's
station):
[GRAPHIC]
The specific hookups of the cables to the PSCs follow at Figure 6:
[GRAPHIC]
20
<PAGE>
Finally the Laser Disk Player Connections are show at Figure 7. Figure 8 shows
the difference between the B-IST connections, PSC and LDP connections and the
full-up IST connections.
[GRAPHIC]
[GRAPHIC]
21
<PAGE>
SETS video discs 1 and 2 (a set of six disks) are provided to enable the system
to show video across the three screens.
SETS 1 Scenarios are:
1. Combat Patrol
2. Linear Ambush
3. Withdraw Through Lines
4. Linear Ambush with Enemy Surrender
5. Vehicle Ambush
6. Village Combat with Sniper
7. Enemy Attacks, Squad Defensive Position
8. Suppressive Fire, Assault Right Flank
9. Suppressive Fire Fails, Enemy Overruns
10. Reverse Slope Defense
SETS 2 Scenarios are:
1. Combat Patrol, Recon' Redge
2. Support By Fire, Assault on Bunker
3. Range Card Preparation, Probe At Dusk
4. Night Attack
5. Night Ambush
6. Reaction Course #1, Village
7. Reaction Course #2, Village
22
<PAGE>
ATTACHMENT 2
APPENDIX A
VISUAL SYSTEM SPECIFICATION
FOR THE INDOOR SIMULATED MARKSMANSHIP TRAINER AND
INFANTRY SQUAD TRAINER
WITH FORWARD OBSERVER AND NIGHT VISION
10 SCOPE. This appendix establishes the performance requirements of the
visual system for the ISMT with Night Vision and Forward Observer (FO) training
capabilities. It forms a part of the purchase description for the Indoor
Simulated Marksmanship Trainer Infantry Squad Trainer and is to be interpreted
the same as if it were embedded in the PD.
20 APPLICABLE DOCUMENTS.
21.1 Government documents. The following documents form a part of this appendix
--------------------
to the extent specified herein.
FM 6-30 Observed Fire Procedures Manual
FMFM 0-8 Basic Marksmanship
30 REQUIREMENTS
30.1 Item definition. The video system shall consist of the image processor
---------------
subsystem and display subsystem. The image processor subsystem shall generate
interactive video scenes to simulate the visual environment and shall consist of
a computer imagery generator, video disc player(s) (if used in combination with
the image generator for shorter range videos only), Computer Graphics
processor(s) and associated hardware. The display subsystem shall consist of
projectors and viewing screens. In this appendix, the term host simulation
refers to the controlling functions of the training device which the image
system supports.
30.1.2 Interface definition. The primary interface requirement is to achieve
--------------------
the performance and functionality specified by this appendix and the system
specification and to provide a clean separation of visual functions and host
functions in order to facilitate future upgrades. This requirement is not
intended to preclude sharing of computer resources or dictate an allocation of
functions except in the general sense indicated above. Some variation in
allocation of functions between various designs is expected and the following
paragraphs may not be complete for some proposed allocations.
30.1.2.2 Electronic interface. The electronic interface shall provide the
--------------------
following:
23
<PAGE>
a. Compatible data transfer between the host simulation computer(s), the
instructor console, image processor subsystem computer(s)/board(s), and display
subsystem is required. The interface shall provide necessary control signal
generation, timing, logic level shifting, and signal buffering, etc. as required
for proper image processor system interface. The primary interface between the
image processor subsystem and the host simulation system shall utilize standard
commercial or military bus configurations which are in widespread use. All
normal conventions and protocols of the bus(es) shall be observed.
b. The visual system shall be electromagnetic interference (EMI)
compatible with the trainer and shall neither affect the trainer performance due
to EMI nor be susceptible to EMI from any external source.
30.1.2.3 Software interface. The software interface shall properly integrate
------------------
the host simulation and image processor subsystem to provide the performance
specified herein.
30.1.2.4 Interface data list. Appendix A. The specific data to be transferred
-------------------
will vary with specific design implementations. The primary requirement is the
performance specified herein.
a. Visual system-to-host system: The following data shall be provided by
the visual system to the host simulation.
(1) Terrain elevation and range for correct vehicle movement and
weapons(s) impact location(s), as required by host simulation.
(2) Hit locations of fired weapons.
b. Host-to-visual system: The following data shall be received from the
host simulation:
(1) Forward Observer position.
(2) Control information for special effects and the like which are
derived from the instructor console and training scenario control programs. All
characteristics specified to be under control of the instructor, IOS (Instructor
Operator Station), or scenario shall utilize this information transferred from
the host simulation.
c. Position, attitude, velocity and other data required to implement
moving models, weapons and special effects specified herein.
30.1.3 Major component list. The major video system components shall be as
--------------------
specified below.
24
<PAGE>
30.1.3.1 Image processor subsystem. The image processor subsystem shall provide
-------------------------
imagery for Marksmanship and combat (including Forward Observer) visual scenes
for the training system projectors.
30.1.3.2 Image display subsystems. The image display subsystem shall convert
------------------------
the signals from the image processor subsystem into visual images which shall
produce scenes projected on a wide screen and representing the physical
environment when viewed by a single observer and when viewed by multiple
observers. The visual images shall comply with paragraph 3.21.6.1 of the ISMT
PD.
30.1.3.3 Image database. The image database shall be a representation of the
--------------
visual training environment.
30.1.3.4 Operating and maintenance software and hareware. All software
-----------------------------------------------
(loaders, linkers and compilers, and software processing hardware needed to
efficiently operate and maintain the system shall be provided. (This does not
include hardware tools and test equipment.)
30.2 Characteristics.
---------------
30.2.1 Performance. The Image processor subsystem and Display subsystem may
-----------
utilize computer generated imagery, Video Disc and Computer Graphics visual
displays of the surrounding environment corresponding to the observer's
simulated location(s) and simulated head motion. Successive images shall be
computed and displayed at a rate sufficient to give the impression of smooth
motion to an observer. For individual marksmanship and tactics, the imagery
shall change with and be dictated by the pre-recorded video or film converted to
video scenario movement through the environment and the engagement actions
taken. All objects in the environment shall be presented in proper perspective
with the correct projected size, shape, color, location, and brightness relative
to the design eyepoint, and field-of-view (FOV). The computations shall be
based upon the composite information of video and computer graphics (paragraph
3.2.1.6) for a representation of the real-world environment. The system shall
provide the essential image information required for marksmanship trainee and
the Forward Observer to access the location of targets and weapons deployment.
Sufficient detail shall be available to provide these cues and to provide
realistic depth perception over terrain surfaces. The visual system performance
in the areas specified shall not be limited in any fashion and all of the
specified performance shall be available simultaneously unless otherwise
specified herein.
30.2.1.1 Functional training capabilities. The primary training capabilities
--------------------------------
are specified below. The system shall enable performance of the training in the
same manner and using the same information used by individual or collective fire
team and Forward Observer. Altered task performance is considered a serious
25
<PAGE>
degradation of training and shall only be allowed in situations for which no
reasonable alternative exists and only with prior specific approval of the PCO.
The primary requirements shall be as follows:
a. To provide individual and Marine fire teams and squads marksmanship
skills and to conduct, evaluate and critique tactical engagements. The
system must simulate all of the standard Marine Corps live-fire for
individuals, fire teams and squads, armed with pistols, rifles, machine
guns, grenade launchers, the AT4, and night vision devices. The system
must provide the capability to conduct after action reviews for
collective tasks associated with combat marksmanship, i.e., target
detection, target acquisition, and accuracy. The system shall provide
the capability to conduct and evaluate basic through advanced
individual skills with the specified infantry weapons for day and
night. The system must provide the capability to train utilizing light
intensifying night vision scopes (ANTAS and upgrades) which are mounted
on the weapons.
b. To provide Forward Observer training utilizing the six elements of Call
for Fire and Adjustment. This will simulate target engagement by a
mortar section or platoon:
1) Observer identification and warning order. Forward Observer
notifies the Fire Direction Center by calling for fire, type of
mission, size of the element to fire for effect, and method of
target location.
2) Target Location. Forward Observer determines direction and
distance and vertical shift of the observed target. Reports
information to the Fire Direction Center. Target Location methods
used by Forward Observer are Polar plot, Grid coordinate and
shift from a known point.
3) Target Description. Forward Observer describes the target in
sufficient detail to enable the Fire Direction Team to determine
the amount and type fo ammunition to use.
4) Method of Engagement. Forward Observer must indicate method of
attacking target. Consisting of the type of adjustment,
trajectory, ammunition and round distribution to be utilized.
26
<PAGE>
APPENDIX A
5) Method of Fire and Control. Forward Observer indicates method of
attacking the target, whether or not the observer desires control
of the time of delivery of fire and can the target be observed.
30.2.1.1.1 Training tasks. The visual system shall provide the information and
--------------
cues used to perform the visual training tasks specified for the trainer. Time-
of-day conditions shall be applicable to each task. Simulation to support
training in the following operating conditions is required including:
a. Marksmanship and tactics training tasks in Combat Scenarios for
individual, fire team and squads as specified in paragraphs 3.2.1.1,
3.2.1.2 and subparagraphs.
b. Marksmanship and tactics training tasks in Marksmanship qualification
for individuals per paragraphs 3.2.1.1, 3.2.1.2 and subparagraphs.
c. Forward Observer: Determine Direction and Distance Within the Target
Area.
d. Forward Observer: Locate Target by Grid Coordinate.
e. Forward Observer: Locate Target by Polar Coordinates.
f. Forward Observer: Locate Target by Shift from a Known Point.
g. Forward Observer: Request and Adjust Area Fire.
30.2.1.1.2 General training scene requirements. Definitions of the specific
-----------------------------------
training scenes, the geographic regions of coverage and supporting targets for
Marksmanship and combat training are provided under paragraph 3.8. For both the
ISMT and the IST, a continuous, uninterrupted scene shall be provided (i.e.,
panning vertically and horizontally), within the training environment. Training
scenes shall be consistent with the environment being represented with features
and characteristics such as mountains, rolling hills, towns, wooded/European,
desert, etc.
30.2.1.1.2.1 Training scene discontinuities and irregularities. The visual
-------------------------------------------------
system shall provide training scenes with no discontinuities or irregularities
within each database. Variations in color, brightness, and contrast shall not
be noticeable for the full range of simulated conditions. The image shall be
continuous with no distortions discernible as targets move through the scenes
27
<PAGE>
APPENDIX A
and as the user pans vertically and horizontally through the database.
30.2.1.1.2.2 Range of engagement. For Marksmanship and combat training, the
-------------------
ISMT/IST video system shall provide visual scenes with a range of vision of
targets, not considering environment conditions, which shall provide weapons
firing and engagement to a minimum of 500 meters. For Forward Observer
Training, the ISMT visual system will provide detection of a 3.0 meter high
target to 715 meters (m) minimum under no magnification. The same target shall
be detected at 715 meters, recognized at 179 m, and identified at 111 minimum
under no magnification. These detection, recognition and identification
distances shall be achieved in accordance with Johnson's criteria. Detection is
defined as the ability to know an object is present and requires a minimum of
two lines across the vertical dimension of the target. Recognition is the
ability to determine the class to which the object belongs. At the recognition
range, it shall be possible to distinguish between a truck and a tank with a
minimum of 8 lines across the vertical dimension of the target. Identification
is defined as the ability to distinguish the type of a vehicle. At the
identification range, it shall be possible to distinguish between an M1 tank and
a T-72 tank with a minimum of 12.8 lines across the vertical dimension of the
target. Scaling of target size shall not be allowed to compensate for
limitations in resolution
30.2.1.1.3 Night vision scope training. Marksmanship and tactics training with
---------------------------
use of Light Intensification Night Vision devices is required. The training
shall be conducted with ANTAS Night Vision Scopes. Display minimum luminance
levels and black level stability shall be compatible with the performance of the
ANTAS Night Vision Scopes. The scenarios required for Night Vision training
shall be determined during scenario development. Night Vision imagery shall not
be visible to the unaided eye or shall be such that Night Vision Scopes are
required to perform the training tasks.
30.2.1.1.2.3 FO combat scenes. Combat shall take place anywhere in the
----------------
training environment within the visual scene appropriate for that area. Single
and multiple targets in stationary and moving formations shall be located
between 20 and 715 meters over various types of terrain. More than one type of
target shall be capable of being in the scene, simultaneously. The same
constraints on target movement and the effects from meteorological conditions
shall be provided as in the real world. The device must simulate in real-time
the visual aspects of weapon systems effects (e.g., flash, obscuration). The
visual system shall depict, as appropriate, approximate trajectory tracer burn,
hits, and misses for service
28
<PAGE>
APPENDIX A
ammunition with target effects (e.g., flash, explosion). Targets and weapons
effects shall be properly occulted by intermittent, occasional random
intervening terrain vegetation and cultural features.
30.2.1.2 Special real-time processing.
----------------------------
30.2.1.2.1 Illumination. The illumination of the visual scene by both natural
------------
and illumination sources shall be simulated.
30.2.1.2.1.1 Time of day. Three levels of natural illumination shall be
-----------
provided to simulate day, dusk and night. Appropriate adjustments in contrast,
color, and intensity of objects shall occur when scenario selection by the
instructor alters the time of day. The intensity of the illumination source
associated with each of the conditions shall be controlled by readily
reprogrammable constants in the visual system software.
30.2.1.2.1.3 Night vision training illumination. The use of Night Vision
----------------------------------
Scopes requires levels of illumination which differ from that required for
direct view. Moon illumination shall be simulated and be selectable by the
instructor during mission initiation. The levels of illumination to simulate
moon position and lunar phase shall be determined by the Fleet Project Team
during trainer working sessions.
30.2.1.2.2 Visual simulation of motion.
---------------------------
30.2.1.2.2.1 Moving targets. For Forward Observer training, the visual system
--------------
shall be capable of simultaneously displaying a minimum of two vehicle moving
targets within the visibility limits of target detection, recognition and
identification stated in the paragraph 30.2.1.1.2.2 (four or more
simultaneously moving targets is preferred) under Forward Observer Training.
Moving targets shall have unrestricted, independent, host controllable movement
in six-degrees of freedom along preplanned paths. All moving models shall be
properly occulted by terrain for all conditions when outside of the visible
line-of-sight. Ground based moving targets shall not abruptly appear (pop up)
at any position, but should appear by moving from behind natural or manmade
cover. Vehicles shall follow the contour of the terrain. Vehicles shall not
appear to float above the terrain and shall not sink below the terrain it is
traveling on. The simulated speeds of each target shall be variable and shall
conform to the dynamics of the specified target. Moving targets shall cease to
move when destroyed or disabled. Killed and immobilized targets shall remain in
the scene for the complete exercise. The minimum number of targets, both active
and killed, in a scenario, shall be four. (It is preferred that more targets be
available, both active and killed, in a scenario.)
29
<PAGE>
APPENDIX A
30.2.1.2.2.2 Animation and special effects.
-----------------------------
30.2.1.2.2.2.1 Weapons fire and weapons impact effects. For FO training, all
---------------------------------------
visible effects of weapons employment called for by the FO shall be depicted in
the training exercise scenes. These shall include muzzle flash, rocket plume,
smoke, tracers, projectile flight, projectile impact and detonation when
applicable. When a fired weapon impacts any environmental feature or target
within the FOV and visibility limits of target detection stated in the general
requirements section paragraph 30.2.1.1.2.2, the corresponding weapons impact
effect shall be visually depicted. Weapon effects shall occur at the
intersection of the weapon trajectory with a simulated visual feature. It shall
be possible to discern over spottings and short spottings. Terrain, features
and targets shall be properly obscured by weapons effects. If a weapons effect
cannot be displayed because it is outside the visible visual scene, the
instructor shall have an arrow displayed at the boundary of the instructor
station to indicate the direction and location.
For Forward Observer training, the ISMT visual system shall be able to display a
minimum of eight transient weapons impact effects simultaneously. If more than
eight transient effects occur simultaneously, they shall be displayed during
later update periods until all effects have been displayed. The number of
weapons effects, from one through eight, shall be selected by the instructor in
the stand-alone mode. The eight effects shall be in proper perspective and size
for the observer to target range. (More transient weapons impact effects
displayed simultaneously is preferred.)
For individual marksmanship and combat training, the weapons fire, hit effects
and hit locations shall be in accordance with 3.2.1.3, 3.2.1.7 and
subparagraphs.
30.2.1.2.2.2.1.1 FO training: weapons effect origin. There shall be a minimum
-----------------------------------
of two weapons effect origin locations, simultaneously. The location of the
Squad Mortar Team shall be form the preselected locations. These locations
shall be determined during scenario generation.
30.2.1.2.2.2.1.4 FO training: time of flight. The visual system shall provide
----------------------------
weapons effect simulation of both low and high angle fire.
30.2.1.2.2.2.1.5 FO training: weapons rounds. The visual system shall provide
---------------------------
simulated rounds with appropriate color and proper nnobscuration of the
environment and targets. Each weapon system shall have a unique weapon effect.
The appropriate effects shall
30
<PAGE>
APPENDIX A
be determined during database working group meetings with the subject matter
experts.
The following weapon systems shall be simulated:
a. Mortars - 60mm, 81mm.
b. 105mm and 155mm Artillery rounds.
c. 5" Naval gunfire and 500 pound aviation ordnance.
30.2.1.2.2.2.1.6 FO training: simultaneous mission. The Forward Observer
-----------------------------------
shall be able to call for fire on two separate targets in the same exercise.
These simultaneous missions shall provide the above weapons effects in
accordance with 30.2.1.2.2.1 through 30.2.1.2.2.2.1.5.
30.2.1.2.2.2.2 Weapons fire. The visual system shall provide the imagery for
------------
all weapons fire effects originating from friendly and hostile targets (tanks,
artillery, machine gun and rifle fire). These effects shall be under scenario
control. For Marksmanship and combat training, the weapons fire effect will be
in accordance with 3.2.1.3, 3.2.1.7 and subparagraphs.
30.2.1.2.3 Wind spend and direction. For Forward Observer training, wind
------------------------
speed and direction shall be selectable by the instructor. Wind speed shall be
selectable from 0 to 30 mph in increments of 5 mph and wind direction shall be
input in mils. Weapons effects shall be properly affected by the wind speed and
direction. For Marksmanship and combats training, the wind effects, speed and
direction will be in accordance with 3.2.1.2.2.1.2.
30.2.1.2.4 Graphic overlays.
----------------
30.2.1.2.4.1 M2 compass simulation. For Forward Observer Training, the image
---------------------
system shall overlay a M2 compass scale at the bottom of the scene when selected
by the FO. The scale shall represent the direction of the FOV relative to
magnetic north. At the position of the cursor when the FO selected the compass,
a vertical line shall be overlaid that intersects the compass scale. The
compass shall be corrected for local grid-magnetic deviations.
30.2.1.2.5 FO: special geometric computations. The following requirements
-----------------------------------
apply to computations of the location, orientation and positioning of moving
targets (trucks, tanks, etc.) relative to, and as affected by, the terrain
surface. The results of the computation are generally data for animation or
data needed by which is based on the image data base needed by the host
simulation to ensure correlation of all computations.
31
<PAGE>
APPENDIX A
30.2.1.3 Image quality. The complete trainer with integrated image processor
-------------
subsystem and display subsystem shall provide the performance specified below.
These requirements apply to the total contributions of all parts of the complete
integrated system. There shall not be any variations or degradation in
brightness, color, sharpness, position, or other image characteristics which are
not typical of these scene being simulated except as specified herein. To
encourage designs which provide favorable cost/benefits ratios, key visual
performance requirements are defined in greater detail, requiring the highest
levels of performance only in those visual scene areas where they are essential.
30.2.1.3.1 Total visual field of view. The total field of view shall have a
--------------------------
minimum of 45 degrees horizontally and 34 degrees vertically. A smaller VFOV
will be considered while maintaining the required screen size.
30.2.1.3.2 Visual image sharpness. The image generator and projector shall
----------------------
provide a display of at least 1024 x 768 lines of resolution for digitized
video. Surface resolution shall be determined based on a test pattern of
alternate, equal width, dark and light bars (50 percent duty cycle). Resolution
is the test pattern spacing at which the modulation transfer function (MTF) is
10 percent measured at the display including all system elements such as the
image generator, display device and intervening optics. The resolution shall be
measured as follows, using criterion points throughout the display. The spacing
between criterion points in each display region shall be such that a minimum of
nine equally spaced points are provided. The resolution at each criterion point
shall be the average of two orthogonal measurements, one parallel and one
perpendicular to the display raster. The average resolution shall be computed
as the average of the criterion point measurements in the area. The test
patterns shall be generated in exactly the same manner as the imagery used for
training. The pattern shall be easily relocatable to the test position and
movable in increments of one pixel. Two sets of ten light bars and nine dark
bars displayed on a grey background shall be included in the pattern with sets
perpendicular to each other as in the standard USAF resolution chart. One dark
bar and one light bar constitute a line pair. Resolution, in arc-minutes per
optical line pair is measured at the display and including all system elements.
A KELL factor of 0.7 is used in the resolution calculation to account for the
degradation through system elements. Average resolution shall be no worse than
19.28 arc-minutes per optical line pair in the horizontal direction, and 19.43
arc-minutes per optical line pair in the vertical direction.
32
<PAGE>
APPENDIX A
30.2.1.3.3 Luminance. Luminance, as specified below, shall be the average of
---------
the maximum luminance for all screen locations, with a white surface illuminated
under the maximum bright sunlight time-of-day condition. Display components
shall be adjusted to the normal operation conditions recommended by the
component manufacturer for continuous usage. Luminance shall be determined as
the average luminance for a uniform array of test points. The test points shall
be the centers of 36 equal areas formed by 5 equally spaced horizontal and
vertical lines within each display zone. Local "hot spots" shall not be used
for the measurements at the test points. Luminance is specified both 100
percent and 20 percent duty cycle, where duty cycle is the percentage of the
channel area which is illuminated. The percent duty cycle requirement shall be
met with a continuous, rectangular illuminated screen area the long dimension
parallel to the raster lines. The average luminance shall be 3-5 Foot-Lamberts
for 20 percent duty cycle and 2.5 Foot-Lamberts for a 100 percent duty cycle.
Desired luminance is 10 Foot-Lamberts.
30.2.1.3.3.1 Luminance variation. Luminance shall be uniform to within 50
-------------------
percent of the central area luminance over the entire vertical and horizontal
FOV of the display. Luminance at each point in the display shall not vary by
more than 70 percent between any two points within the specified viewing volume.
Luminance drift shall not exceed 20 percent over an 8 hour operation period for
any selected time of day simulation. Initial measurements shall be taken after
a 45 minute warm-up and adjustment period. The system shall maintain a minimum
of 50 percent of the specified peak luminance for a minimum of 2000 hours of
operation without replacement of any display component.
30.2.1.3.3.2 Contrast. The minimum contrast ratio for all displayed images
--------
shall be 10:1. Higher contrast is preferred. Contrast ratio for visual imagery
shall be as specified for the display using a checkerboard test pattern which
provides at least 16 squares per display channel with 50 percent of the squares
at the specified maximum luminance. The test pattern shall be generated using
the same type scene model (developed by the same methods) and image processing
as is used for training. Contrast shall be measured with the normal lighting
used for training.
30.2.1.3.3.3 Luminance (night vision scope training). The luminance range for
---------------------------------------
Night Vision Scope Training shall be compatible with the operating luminance
values of the ANTAS Night Vision Scope device. Luminance values which cause the
Night Vision Device to bloom or saturate to total white will not be permitted.
Filters for the projectors to reduce the luminance values to operational ranges
will be permitted.
33
<PAGE>
APPENDIX A
30.2.1.3.4 Color. The visual system shall simulate the full visible spectrum
-----
of colors within the limits by conventional commercial display devices. There
shall be a minimum of 256 unique chrominance values available for use in each
terrain model. Each color table entry shall be allocated at least 8 bits to
each color primary. (More colors are preferred).
30.2.1.3.4.1 Color processing. Luminance and chrominance information
----------------
processing shall be accomplished with sufficient resolution and accuracy to
insure stable, continuous color at the display. Bandwidth, signal-to-noise
ratio (SNR)and other video parameters shall be accounted for in the design. The
design shall ensure compatibility of subsystems regardless of signal magnitude,
dynamic range, simulated function non-linearities, or other factors.
30.2.1.3.4.2 Color registration. Dynamic registration errors between any two
------------------
color primaries for the large screen imagery shall be less than 0.15 percent of
channel diagonal within a circle centered in the channel and with a diameter of
0.6X of the display diagonal. Divergence may uniformly increase to a value not
exceeding 0.3 percent outside the circle.
30.2.1.3.5 Image perspective and geometric accuracy. The imagery system shall
----------------------------------------
generate and display true perspective images. Prerecorded video and computer
graphics scenes shall be within the tolerances specified below. Visual features
which are obscured from view by other objects and the hidden back sides of
objects shall not be visible in the display. Spurious images and object outlines
shall not result from the occultation or backface elimination process for
computer graphics generated objects. These requirements shall apply to all
components of the imagery.
30.2.1.3.5.1 Total geometric distortion. The total geometric distortion from
---------------------------
all causes shall not exceed 3 percent of the picture height within a circle
whose diameter is 0.6X the display diagonal, centered at the display center as
measured from the trainee's eyepoint. Elsewhere in the display, distortion
shall not exceed 7 percent of the picture height. Total geometric distortion is
the error in apparent location for any point in the scene relative to the true
projected position expressed as a percentage of the average channel dimension in
the narrow direction.
30.2.1.3.5.2 Relative geometric distortion. Geometric errors in scene points
-----------------------------
relative to nearby scene points shall not exceed 0.2
34
<PAGE>
APPENDIX A
percent of display diagonal measurement within any five degree solid angle.
30.2.1.3.6 Adjacent channel matching. The variation in color, brightness,
-------------------------
contrast and resolution between adjacent channels shall not be noticeable for
the full range of simulated conditions. Special emphasis shall be given to
matching hue and saturation as well as brightness and contrast. Adjacent
channels shall be smoothly blended or have a gap between channels of zero in
order to optimize the appearance of continuity. Any band of degraded resolution
due to blending shall be less than two degrees wide. Geometric discontinuities
between adjacent channels shall not exceed 6 arc minutes measured along and
perpendicular to the boundary at the boundary center and may increase linearly
to not more than 12 arc minutes at the ends of the boundary. One channel is the
visual scene which one projector displays on to the screen.
30.2.1.3.7 Image stability. Following a 30 minute warm-up and normal daily
---------------
adjustments, the displayed image shall not drift in position more than +/-1
pixels per 4-hours of continuous operation under the specified operating
conditions. Short term image deviations such as jitter and oscillation shall
not exceed 1.0 arc minute for the specified operating conditions. Contractor
shall state or provide calculated percentages of drift for the visual system
parameters during an 8 hour continuous operation.
30.2.1.3.8 Video rates. Visual system refresh shall be not less than 60 Hz.
-----------
The system shall employ a maximum of two-to-one interlace with a frame rate of
not less than 30 Hz.
30.2.1.3.9 Update rate. Moving models, weapons hit effects shall be updated
-----------
and a complete scene shall be computed and displayed at a rate no less than
__Hz.
30.2.1.3.10 Transport delay. The time from initial processing of video and
---------------
computer graphics data to completing display of the first field based on that
data shall not exceed 50 milliseconds.
30.2.1.3.11 Occulting. The system shall provide general, all inclusive
---------
occulting of objects which are behind other objects without any restrictions on
the orientation of objects. Occulting shall not result in any visible artifacts
in the displayed image. Occulting shall be correct for moving models relative
to each other and to terrain and culture features.
30.2.1.3.12 Smear. Smear due to image motion shall not degrade resolution in
-----
excess of the value specified nor be noticeable in the displayed images.
30.2.1.3.13. Flicker. Flicker due to image refresh rate shall not be
-------
detectable for the image luminance as specified.
30.2.1.3.14 Stepping. Discernible stepping or other discrete motion shall not
--------
be discernible in any display.
35
<PAGE>
APPENDIX A
30.3 Design requirements.
-------------------
30.3.1 General design requirements. The requirements of the system
---------------------------
specification apply to the visual system. The following additional requirements
apply.
30.3.2 Design to minimize risk. The subsystems and components for the ISMT
-----------------------
image processor subsystem and display subsystem shall be selected to minimize
decreased performance, increased cost, and schedule delay. To the maximum
extent possible, commercial off the shelf subsystems and components, which are
established, proven products, shall be used.
30.3.4 Design optimization. Tradeoffs in design may be allowed. Minor
-------------------
deviations, up to 10 percent, from the specified visual performance may be
allowable where the requirements exceed the inherent capability of a proposed
system or subsystem capability provided there are comparable compensating areas
where the specification requirements are exceeded. It is emphasized that the
proposed system must represent comparable overall performance to the specified
requirements with no major deficiencies. Certain critical parameters which are
excluded from this provision are paragraphs 30.2.1.1.2.2, 30.2.1.3.1,
30.2.1.3.2, 30.2.1.3.3, and 30.2.1.3.4.
30.3.5 Environment models development. The models created using graphics
------------------------------
overlay shall be developed to provide the visual performance required to
accomplish the training of 30.2.1.1.1. The visual models shall be developed to
provide maximum realism within the limitations of scene computational and
display capability.
30.3.5.1 Compensation for image system limitations. (Not applicable).
-----------------------------------------
30.3.5.1.1 Enhanced cues. Enhancement of the real-world scene elements shall
-------------
be provided when the image information provided by simulated real-world scene
elements is inadequate or erroneous. Increased contrast, exaggerated colors,
and other similar enhancements shall be used subject to the approval of the
fleet project team.
36
<PAGE>
APPENDIX A
30.3.5.2 Environment continuity and blending. Scene realism shall not be
-----------------------------------
degraded and false cues shall not be caused by discontinuities and
inconsistencies in the environment models or by computational limitations.
30.4 Major component characteristics.
-------------------------------
30.4.1 Image processor subsystem. The ISMT and IST image processor(s)
-------------------------
subsystem shall consist of a computer imagery generator and video disc(s) player
(if used in combination with an imagery generator for shorter range videos
only), and computer graphics processing equipment. Image processing refers to
operations performed on pixel image data. It is applicable to visual scenes
which depict the geometry and appearance of their environment.
30.4.1.1 Depth complexity. For Computer Graphics processing, if the number of
----------------
pixel writes can limit system output, then a minimum depth complexity of 1.5
shall be provided. A depth complexity of 1.5 is the ability to write each pixel
1.5 times per field and frame.
30.4.1.2 Displayed image artifacts. Distracting artifacts by image or digital
-------------------------
processing errors shall be minimized. In addition, designs shall be used which
minimize the effect on the scene of errors which do occur. Anomalies shall in
every case be eliminated or reduced to the extent that they will not degrade
caused the effectiveness of exercise execution. Attention shall be directed to
limitations in sampled data processing in the spatial domain, color-intensity
domain, and to resolution and accuracy limits caused by word length, round-off,
truncation error, etc. Typical artifacts contributing to poor image quality
that shall receive special emphasis in design for minimization include:
a. Temporal aliasing caused by interactions of scene elements with the
raster structure.
b. Scintillation of small surfaces.
c. Quantization of continuous scene elements (e.g., stair-stepping and
line-crawling of edges and breakup of long narrow surfaces).
d. Occulting errors, including transition pixels.
37
<PAGE>
APPENDIX A
e. Flashing and streaking of scan line segments.
f. Abrupt transition of scene elements between adjacent pixels.
g. Abrupt changes in illumination, color or intensity (e.g., flicker,
flashing, Mach bands, etc.)
h. Flashing and streaking by visual features due to logic errors and other
causes.
30.4.2 Display subsystem. The ISMT/IST image display subsystem shall convert
-----------------
the signals from the image processor subsystem into visual images representing
the simulated environment. The visual scene shall be presented to 4 or 12 (ISMT
or IST) students simultaneously and be projected on to a continuous wide screen.
a. Projector Performance Requirements: If CRT technology projectors are
used, the following projector performance is required for the projector
component of the display subsystem and not the total integrated
performance of the visual system. These requirements do not supersede
the requirements for 30.2.1.3 and subparagraphs. The following
requirements are the minimum performance that will be accepted.
Horizontal Scan Rates: 15 to 55 KHz
Vertical Scan Rates: 37 to 140 Hz
Light Output: 650 lumens at 55 khz horizontal, 60 hz vertical
Projector Quantity: 1
b. Screen: The total minimum screen size is 10 feet wide and 7.5 feet in
height (120 inches x 90 inches). The screen and screen frame must be
light weight, easy to assemble and portable.
30.4.2.1 Image distance. The observed image distance shall be a minimum of 12
--------------
feet.
30.4.2.2 Night vision scope training configuration. The display subsystem shall
-----------------------------------------
be configured to Night Vision Scope compatible configuration for Night Vision
Training illumination. Filters for the projectors and any other optical
components required for Night Vision simulation may be manually inserted, but
shall not required realignment of the projection system. Special optics shall
be allowed to reduce the minimum focusing distance of ANTAS Night Vision Scope
Device in order to be compatible to image distance requirements.
38
<PAGE>
APPENDIX A
30.4.4 Image database. For Marksmanship and combat training, the projected
--------------
images shall be provided as a combination of real and graphic images. Real
images are defined as images which are generated from video or film converted to
video of live personnel and actual terrain.
30.4.4.1 FO training: general database requirements. The following
-------------------------------------------
requirements apply to all terrain databases of the applicable type. The pre-
recorded video resolution and detail shall be sufficient so that individual
hills, mountains and ridge lines can be differentiated along with natural
features such as trees and bushess with individual branches and leaves, streams
and rivers, rocks and rock formations.
30.4.4.1.2 FO training: terrain database range data. The database shall
-----------------------------------------
provide terrain data base range data for all terrain and all objects within 20
and 715 meters of the Forward Observer. This system shall provide range data
with a resolution of no worse than 4 meters. (Interpolation between range data
is preferred and worse range resolution may be allowed in such cases.)
30.4.4.1.3 FO training: terrain database elevation data. The database shall
---------------------------------------------
provide terrain database elevation data for all terrain within 20 and 715 meters
of the FO. This system shall provide elevation data with a resolution of no
worse than 1 meter.
30.4.4.2 FO training: database correlation. The following subparagraphs refer
----------------------------------
to FO Training of the ISMT system.
30.4.4.2.1 Terrain accuracy. The system shall provide terrain elevation and
----------------
range data correlated with each picture data, both within an accuracy of 6.0
arc-minutes. This correlation shall include all terrain objects (trees, bushes,
mountains, rivers, etc.) and database features (buildings, towers, etc.). This
refers to the range and elevation data described above in 30.4.4.1.2 and
30.4.4.1.3.
30.4.4.2.2 Map accuracy. The area depicted by the terrain scene shall be
------------
correlated with the corresponding sections of the map sheets provided within +/-
5.0 meters.
30.4.4.3 FO training: specific geographic areas. For Forward Observer
---------------------------------------
Training, eight terrain scenes representing four terrain areas shall be
provided. These four terrain areas shall be the following types:
a. Desert - an arid region with sparse vegetation and typical desert
environment features.
39
<PAGE>
APPENDIX A
b. Winter - a snow covered region with bare deciduous trees and
evergreens.
c. Forest - a tree filled, hilly region.
d. European - rolling country side with cultivated areas, wooded areas,
and scattered cultural features such as farm buildings, roads, and
fences.
There shall be one desert scene and one winter scene provided. There shall be
three scenes of the same forest area. Each scene of the forest area shall have
a unique viewpoint. There shall be three scenes of the same European area.
Each scene of the European area shall have a unique viewpoint. The terrain
scene shall be selectable by the instructor prior to the start of a training
mission. The specific areas to be photographed and digitized or filmed shall be
determined after contract award with Subject Matter Expert (SME) input during
working group meetings.
30.4.4.4 FO training: general use models. For FO Training, the following
--------------------------------
requirements apply to all models of the types indicated. Personnel carriers,
tanks, trucks, and grounded helicopters shall be modeled with sufficient detail
to permit detection, recognition, and identification at appropriate ranges.
Modeling emphasis of the vehicles shall be on overall shape and significant
identifying characteristics.
The following models shall be provided:
a. T72.
b. BMP.
c. ZSU.
d. BRDM.
e. Truck.
f. Armor Formation.
g. Bunker.
h. Machine Gun.
i. Petroleum Dump.
40
<PAGE>
APPENDIX A
For the models that are capable of being moving models, two-dimensional views of
targets are required. Views shall be provided
at no more than 7.5 degree increments rotated 0 to 360 degrees about its
vertical axis and at no more than 5 degree increments from -15 to +15 degrees
about its longitudinal axis. Two-dimensional target view in smaller increments
are preferred.
41
<PAGE>
APPENDIX A
30.4.4.5 FO training: target hit planes. Target hit planes shall be provided
-------------------------------
for each target. The hit plane shall define the area of the target that when
hit results in some damage to the target. All ideal hit points shall be the
target geometric center. The hit shall be determined based on the target area,
ammo type and range.
30.4.4.6 FO training: travel paths. There shall be three unique target travel
--------------------------
paths in each terrain database. If separate day, night, databases are used,
this shall not effect the continuity of the travel path between scenes. The
instructor shall also be able to create travel paths other than the predefined
ones prior to scenario run. These paths shall be able to be placed anywhere
within the 20 to 715 meter area of target engagement.
30.4.5 Operating and maintenance software. All software needed to efficiently
----------------------------------
operate and maintain the system shall be provided. Specialized software shall
be provided to facilitate rapid maintenance and alignment of the system.
30.5 Expansion and changes. The video system capability shall be able to be
---------------------
expanded and be modified in a cost effective manner, if desired at a later date.
Potential expansion capabilities shall include:
a. Addition of background scenes.
b. Addition of targets.
c. Addition of weapons and weapons effects.
42
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00005
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See Block 16C
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQ. NO.
MIPR Number W74VAE-2-49-0002, Am.1
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 3LW, MARCORSYSCOM
2033 BARNETT AVE SUITE 315
QUANTICO, VA 22134-5010
BUYER: LISA WERBICKAS 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If Other Than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA, GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No, street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE, GA 30174-2806
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 75478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning copies of the amendment;
---
(b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change the offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
See Below
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
XX B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- --------------------------------------------------------------------------------
D. OTHER (Specify Type of Modification and Authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor (X) is not, ( ) is required to sign this document and
return copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
The purpose of this modification is to revise the accounting station DODAAD
for ACRN "AB" and to add a line of accounting for shipment by Government Bill of
Lading for Army National Guard deliveries as follows:
1. In G-3 ACCOUNTING AND APPROPRIATION DATA, the accounting station ODAAD for
-------------------------------------
ACRN "A3" shown in the basic contract is hereby revised from "S49092" to
"S44205".
2. The following accounting and appropriation data for transportation is hereby
added for shipping charges for the the Army National Guard:
AB 9720350 1801 18-1050 P2290,000-0 31EA (APC EL 49) S 44205 $50,000.00
MIPR (DD Form 448) W74VAE-2-49-0002
NOTE TO DCMAO: No more than $50,000.00 shall be used for shipping on this line.
DCMAO is requested to notify PCO when $40,000.00 has been expended.
3. This modification results in no change in contract price.
Except as provided herein, all terms and cnditions of the document referenced in
item 9A or 10A, as heretofore changed, remains unchanged and in full force and
effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
GLENN O. CRUZE, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ Glenn O. Cruze
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
MAR 1 1995
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
-10-
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00006
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See Block 16 C
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTO 3LW, MARCORSYSCON
2033 BARNETT AVE, SUITE 315
QUANTICO VIRGINIA 22134-5010
BUYER: LISA WERBICKAS 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If Other Than Item 6) CODE S1103A
------------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA, GEORGIA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE, GEORGIA 30174-2806
TIN: 57-0777-018 DUNS#: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:(a)
By completing Items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
NOT APPLICABLE.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority).
THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN ITEM
10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation
date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR
43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
MUTUAL AGREEMENT OF THE PARTIES
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE ATTACHED.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Clare Fawkes, Chief Operating Officer
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Clare Fawkes
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
2 March, 1995
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
GLENN O. CRUZE, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ Glenn O. Cruze
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
Mar 2 1995
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
<PAGE>
The purpose of this modification is to specify delivery locations and time of
delivery as follows:
1. In Section F-3, FAR 52.212-1 TIME OF DELIVERY (APR 1984), the following
----------------------------------------
delivery dates and destinations are hereby provided. For the CLINs listed
below, the parties agree to revise the required delivery dates to the new dates
shown below.
ANG Delivery, FOB Origin, by 3 March 1995
- -----------------------------------------
NOTE: CLIN 0125 below applies to Serial Numbers 003 through 006
<TABLE>
<CAPTION>
CLIN Description Qty Location: Delivered by:
- -------- ------------- --- -------------------------------- -------------
<S> <C> <C> <C> <C>
0102AB M-16A2 8 108th Armor 3 Mar 95
0103AB M-9 2 300 N. River Street
0105AB SAW 2 Calhoun, GA 30701
0111AB M203 2 POC: MSG Cagsby
0119AC Night Vision 3 (706) 629-5100
0120AB Manuals 1
0125AB IST Base Unit 1
0102AB M-16A2 8 1/121 Infantry 3 MAR 95
0103AB M-9 2 Maynard and Lee Street
0105AB SAW 2 Winder, GA 30680
0111AB M203 2 POC: 1LT White
0119AC Night Vision 3 (404) 867-8336
0120AB Manuals 1
0125AB IST Base Unit 1
0102AB M-16A2 8 1/118th Field Artillery 3 MAR 95
0103AB M-9 2 1248 Eisenhower Drive
0105AB SAW 2 Savannah, GA 31416
0111AB M203 2 POC: SSG Pritchard or MAJ Smith
0119AC Night Vision 3 (912) 356-2733
0120AB Manuals 1
0125AB IST Base Unit 1
0102AB M-16A2 8 648th Engineers Bn. 3 MAR 95
0103AB M-9 2 U.S. Hwy 301 North
0105AB SAW 2 Statesboro, GA 30459
0111AB M203 2 POC: CPT Shannon
0119AC Night Vision 3 (912) 871-1477
0120AB Manuals 1
0125AB IST Base Unit 1
</TABLE>
-3-
<PAGE>
M67854-94-C-2014
Modification P00006
USMC Delivery #1, 16 March 1995
- -------------------------------
Ship to:
Commanding General
Traffic Management Office
POC: Sgt. Jones, 803-525-2266
<TABLE>
<CAPTION>
CLIN Qty Description
- ----------- --- --------------------------
<S> <C> <C>
0001 6 ISMT Base Unit
0002 24 M-16A2
0003 18 M-9
0004 6 Shot Gun
0005 6 M-249 SAW
0006 4 M-240G
0007 4 SMAW
0008 4 AT-4
0009 4 MK-19
0010 4 M-2
0011 7 M-203
0013 6 FO
0014 1 Night Vision
0015 6 Video Disc (set of 4)
0016AA 6 Video Disc (set of 3)
0021 6 Manuals
0023AA 1 On-site Training
0028AA 1 IST Adapter
<CAPTION>
Weapons Distribution
- --------------------
ISMT #1 ISMT #2-3 ISMT #4
<S> <C><C> <C><C>
0002 4 0002 4 0002 4
0003 4 0003 4 0003 2
0004-0010 1 0004-0011 1 0004-0011 1
0011 2
0014 1
ISMT #5-6
0002 4
0003 2
0004-0005 1
0011 1
</TABLE>
-4-
<PAGE>
M67854-94-C-2014
Modification P00006
USMC Delivery #2, 16 April 1995
- -------------------------------
Ship to:
Commanding General
Attn: Training Support Division
POC: Mr. Ed Gavre, 910-451-3218/2371
<TABLE>
<CAPTION>
CLIN Qty Description
- ------------ --- -----------------------------
<S> <C> <C>
0001 6 ISMT Base Unit
0002 24 M-16A2
0003 12 M-9
0004 7 Shot Gun
0005 12 M-249 SAW
0006 8 M-240G
0007 8 SMAW
0008 12 AT-4
0009 12 MK-19
0010 10 M-2
0011 6 M-203
0012 4 MP-5
0013 6 FO
0014 1 Night Vision
0015 6 Video Disc (set of 4)
0016AA 6 Video Disc (set of 3)
0021 6 Manuals
0023AE 1 On-site Training
0117AA 1 Shoot-back Device
0128AA 1 IST Adapter
0129AA 2 Deployment Cases
<CAPTION>
Weapons Distribution
- ------------
ISMT #7 ISMT #8 ISMT #9
<S> <C><C> <C><C> <C>
0002 4 0002 4 0002 4
0003-0010 2 0003 2 0003 2
0011-0012 1 0005-0010 2 0005-0006 2
0011-0012 1 0008-0010 2
0004 1 0004, 0007 1
0011-0012 1
<CAPTION>
ISMT #10 ISMT #11-12
<S> <C><C> <C><C> <C>
0002 4 0002 4
0003, 0005 2 0003, 0005 2
0008-0010 2 0008-0009 2
0004 1 0004 1
0006-0007 1 0006-0007 1
0011-0012 1 0010-0011 1
</TABLE>
-5-
<PAGE>
M67854-94-C-2014
Modification P00006
USMC Delivery #3, 16 May 1995
- -----------------------------
Ship to:
Commanding General
MCB, Camp Butler, Okinawa, Japan
ATTN: Training & Audiovisual Support
Unit 35005
FPO AP 96373-5001
DODAAC: M20227
POC: SSGT Byron Grable
DSN: 645-2453
COMM: 011-81-6117-45-2453
<TABLE>
<CAPTION>
CLIN Qty Description
- ------------- --- -----------
<S> <C> <C>
0001 8 ISMT Base Unit
0002 32 M-16A2
0003 16 M-9
0004 9 Shot Gun
0005 16 M-249 SAW
0006 12 M-240G
0007 10 SMAW
0008 13 AT-4
0009 10 MK-19
0010 12 M-2
0011 8 M-203
0012 4 MP-5
0013 8 FO
0014 8 Night Vision
0015 8 Video Disc (set of 4)
0016AA 8 Video Disc (set of 3)
0021 8 Manuals
0023AF 1 On-site Training
0024 8 Initial Consumables
0109AA 6 MK-19
0110AA 1 M-2
0017AA 2 Shoot-back Device
0028AA 1 IST Adapter
0129AA 2 Deployment Cases
<CAPTION>
Weapons Distribution
- --------------------------------------
ISMT #14 ISMT #15 ISMT #16-17
<S> <C><C> <C><C> <C>
0002 4 0002 4 0002 4
0003-0009 2 0003 2 0003 2
0011-0012 1 0005-0010 2 0005-0006 2
0010, 0110 1 0011-0012 1 0008-0010 2
0004 1 0004, 0007 1
0011-0012 1
<CAPTION>
ISMT #18 ISMT #19-20
<S> <C><C> <C>
0002 4 0002 4
0003, 0005 2 0003, 0005 2
0008, 0010 2 0109 2
0009 2 0004 1
0004 1 0006-0008 1
0006-0007 1 0010-0011 1
0011 1
</TABLE>
-6-
<PAGE>
M67854-94-C-2014
Modification P00006
USMC Delivery #4, 16 June 1995
- ------------------------------
Ship to:
Commanding General
ATTN: TAVSC
Marine Corps Base
Camp Pendleton, CA 92055-5000
<TABLE>
<CAPTION>
CLIN Qty Description
- ------------- --- ---------------------------
<S> <C> <C>
0001 6 ISMT Base Unit
0002 24 M-16A2
0003 12 M-9
0004 7 Shot Gun
0005 10 M-249 SAW
0006 8 M-240G
0007 8 SMAW
0008 2 AT-4
0011 6 M-203
0012 4 MP-5
0013 6 FO
0014 6 Night Vision
0015 6 Video Disc (set of 4)
0016AA 6 Video Disc (set of 3)
0021 6 Manuals
0023AD 1 On-site Training
0024 Initial Consumables
0105AA 2 M-249
0108AA 10 AT-4
0109AA 12 MK-19
0110AA 10 M-2
0117AA 2 Shoot-back Device
0128AA 1 IST Adapter
0129AA 2 Deployment Cases
<CAPTION>
Weapons Distribution
- -------------
ISMT #22 ISMT #23 ISMT #24-25
<S> <C><C> <C><C>
0002 4 0002 4 0002 4
0003-0004 2 0003 2 0003 2
0006-0008 2 0005-0007 2 0005 2
0105 2 0011-0012 1 0108-0110 2
0109-0110 2 0004, 0008 1 0004 1
0011-0012 1 0006-0007 1 0011-0012 1
0109-0110 2
0108 1
<CAPTION>
ISMT #26-27
<S> <C>
0002 4
0003, 0005 2
0108-0109 2
0004 1
0006-0007 1
0011, 0110 1
</TABLE>
-7-
<PAGE>
M67854-94-C-2014
Modification P00006
USMC Delivery #5, 16 July 1995
- ------------------------------
Ship to:
Commanding General
Training and Visual Information Support Center
POC: Mr. R.D. Hanenberger 619-368-6817
<TABLE>
<CAPTION>
CLIN Qty Description
- ------------ --- ----------------------------
<S> <C> <C>
0001 6 ISMT Base Unit
0002 24 M-16A2
0003 12 M-9
0004 6 Shot Gun
0006 8 M-240G
0011 6 M-203
0013 6 FO
0014 6 Night Vision
0015 6 Video Disc (set of 4)
0016AA 6 Video Disc (set of 3)
0021 6 Manuals
0023AG 1 On-site Training
0024 6 Initial Consumables
0105AA 12 M-249 SAW
0107AA 7 SMAW
0108AA 6 AT-4
0109AA 7 MK-19
0110AA 6 M-2
0117AA 1 Shoot-back Device
0128AA 1 IST Adapter
0047AG 1 1 added day of Training
<CAPTION>
Weapons Distribution
- ------------
ISMT #28 ISMT #29 ISMT #30-33
<S> <C><C> <C><C> <C>
0002 4 0002 4 0002 4
0003 2 0003 2 0003, 0105 2
0105-0107 2 0006, 0105 2 0004 1
0109 2 0004 1 0006, 0011 1
0004, 0108 1 0107-0110 1 0107-0110 1
0011, 0010 1 0011 1
</TABLE>
-8-
<PAGE>
M67854-94-C-2014
Modification P00006
USMC Delivery #6, 16 August 1995
- --------------------------------
Ship to:
Commanding Officer
Weapons and Field Training Battalion
Marine Corps Recruit Depot
Camp Pendleton, CA 92055-5181
DODAAC M33710
POC: CWO-3 David Tennyson
<TABLE>
<CAPTION>
CLIN Qty Description
- ---------- --- ----------
<S> <C> <C>
0001 6 ISMT Base Unit
0002 24 M-16A2
0003 18 M-9
0004 6 Shot Gun
0011 4 M-203
0013 6 FO
0014 1 Night Vision
0015 6 Video Disc (set of 4)
0016 6 Video Disc (set of 3)
0016AA 4
0016AB 2
0021 6 Manuals
0024 Initial Consumables
0023AB 1 On-site Training
0105AA 6 M-249 SAW
0106AA 4 M-240G
0107AA 4 SMAW
0108AA 4 AT-4
0109AA 4 MK-19
0110AA 4 M-2
0111AA 3 M-203
0128AA 1 IST Adapter Kit
<CAPTION>
Weapons Distribution
- ---------------------------
ISMT #34 ISMT #35-36 ISMT #37
<S> <C><C> <C><C> <C>
0002 4 0002 4 0002 4
0003 4 0003 4 0003 2
0004 1 0004, 0011 1 0004 1
0011 2 0105-0110 1 0105-0111 1
0014 1
0105-0110 1
<CAPTION>
ISMT #38-39
<S> <C>
0002 4
0003 2
0004, 0105 1
0011 1
</TABLE>
2. THIS MODIFICATION RESULTS IN NO CHANGE IN CONTRACT PRICE. ALL OTHER TERMS
AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN UNCHANGED AND IN FULL
FORCE AND EFFECT.
-9-
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00007
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See Block 16C
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
MIPR Number 95-8040
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 3LW, MARCORSYSCOM
2033 BARNETT AVE SUITE 315
QUANTICO VA 22134-500
BUYER: LISA WERBICKAS 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA, GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE, GA 30174-2806
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
X 9A. AMENDMENT OF SOLICITATION NO.
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation as amended, by one of the following methods:(a)
By completing Items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
Not Applicable.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
xx C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
MUTUAL AGREEMENTS OF THE PARTIES
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE ATTACHED.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Bob Terry
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
3 MARCH 1995
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
GLENN O. CRUZE, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ Glenn O. Cruze
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
MARCH 3, 1995
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
<PAGE>
M67854-94-C-2014
Modification P00007
The purpose of this modification is to: 1) replace ECP # 76478-005/94 with
76478-005/94 R3, 2) revise the ECP ceiling price, 3) revise Section B, 4) add to
Section C-1, 5) add FOB Destination FAR clause for CLIN 0125, serial number 007,
6) revise the first sentence of F-2, 7) add delivery date and destination of
0125, serial number 007, 8) authorize early delivery of 0125, serial number 007,
9) direct air shipment for overseas deliveries, 10) add funds, 11) revise the
dollar amount in the DFARS clause, PRICE CEILING, and 12) revise the total
contract price as follows:
1. This modification hereby replaces ECP Number 76478-005/94 incorporated in
Modification P00004 with ECP Number 76478-005/94 R3, which is provided as
Attachment "A" to this Modification. As a result of this replacement,
paragraphs 1.a. through 1.d. are replaced with the following:
"In order to change the specifications pursuant to FAR clause 52.243.1 Changes -
Fixed Price (AUG 87) and incorporate ECP Number 76478-005/94 R3 provided as
Attachment "A", the above numbered contract is hereby modified as follows:
a. Description of Change
---------------------
Modify seven (7) ISTs to be adaptable to 3 ISMTs each. See Block 19 of
Attachment A.
b. Production Effectivity
----------------------
The changes in paragraph 1.a. shall be incorporated into the first
seven (7) units of CLIN 0125 only.
c. Effect on Delivery Schedule
---------------------------
None. The first seven units shall be delivered as follows: quantity 2
by 1 February 1995, quantity 4 by
3 March 1995, and quantity 1 by 31 March 1995.
d. Equitable Contract Price Adjustment
-----------------------------------
The equitable adjustment in the prices of contract M67854-94-C-2014,
resulting from the changes in 1.a. above, shall be negotiated pursuant
to the procedures of the "Changes" clause by the Contractor and the
Administrative Contracting Officer (ACO). The equitable adjustment
negotiated shall encompass the first seven units."
<PAGE>
M67854-94-C-2014
Modification P00007
2. a. Paragraph 1.e. of Modification P00004 obligated $262,014.00 for the
incorporation of ECP 76478-005, and hereby remains obligated for the revised ECP
incorporated herein. As a result of incorporating ECP Number 76478-005/94 R3,
this modification hereby obligates an additional $43,669.00 for the changes in
- -----------------------------------------------------------
paragraph 1.a. above. See paragraph 10 on page 5 of this modification for
accounting and appropriation data. As a result of this modification, the total
not-to-exceed price of $305,683.00 is established for the changes in 1.a.
b. The last two sentences of paragraph 1.e. of Modification P00004 are
hereby deleted and replaced with the following:
The contractor is authorized to submit for Provisional Delivery Payment for the
first 7 units based on a total ceiling price of $305,683.00 and a unit ceiling
price of $43,669.00. The Contractor is limited to no more than 75% of the unit
ceiling price of $43,669.00 for the Provisional Delivery Payment for each unit
this ECP is applicable, and the total submission for Provisional Delivery
Payment shall not exceed 75% of $305,683.00.
3. CHANGES TO SECTION B
a. Delete Section 2 of Modification P00004 and replace with the following:
"In order to make provisions for ECP 76478-005/94 R3 to be incorporated
into the seven units for the Army National Guard, Section B, "SUPPLIES AND/OR
SERVICES AND PRICES", is hereby revised as follows:
<PAGE>
M67854-94-C-2014
Modification P00007
a. Under Section B of the basic contract, page B-25, delete CLIN 0125 in its
entirety and delete SLIN 0125AA in modification P00001 in its entirety and
replace CLIN 0125 and SLIN 0125AA with the following:
<TABLE>
<CAPTION>
UNIT TOTAL
CLIN ACRN SUPPLIES/SERVICES QTY PRICE AMOUNT
- -------- ---- ------------------- --- ----- ------
<S> <C> <C> <C> <C> <C>
0125AA AB IST BASE UNIT 35 $67,329 $2,356,515
(does not include
weapons)
0125AB AB IST BASE UNIT 7 $67,329 $ 471,303
(does not include
weapons)
0125AC AE ENGINEERING CHANGE LOT XXX XXX
PROPOSAL 76478-
005/94 R3 FOR THE 7
UNITS CONTAINED IN
SLIN 0125AB ONLY
(See paragraph 2a
and 11 of this
modification for
ceiling price)
</TABLE>
(NOTE: The above, paragraph 3.a., results in no change in contract price.)
b. Pursuant to FAR clause 52.243-1, Changes - Fixed Price (April 1984),
Sub-CLIN 0121AS is hereby added to Option CLIN 0121 ON-SITE TRAINING and CLIN
----------------
0143 for SHIPPING is hereby created as follows:
--------
<TABLE>
<CAPTION>
UNIT TOTAL
CLIN ACRN SUPPLIES/SERVICES QTY PRICE AMOUNT
- -------- ---- ------------------- --- ----- ------
<S> <C> <C> <C> <C> <C>
ON-SITE TRAINING
0121AS AE ------------------- 1 EA $14,944.00 $14,944.00
Ash-Shaykh (South
Camp) Egypt
IST Installation
and Training for 5
days includes
sustainment
training
0143 AE SHIPPING 1 EA $ 5,356.00 $ 5,356.00
FOB Destination
for IST to Egypt
CLIN 0125 Serial
Number 007 and
associated CLINs
</TABLE>
<PAGE>
M67854-94-C-2014
Modification P00007
c. Pursuant to FAR clause 52.217-7, Option for Increased Quantity -
Separately Priced Line Item (March 1989), Option CLIN 0121AS in paragraph 3.b.
above is hereby exercised. See paragraph 10 on page 5 of this modification for
the accounting and appropriation data.
4. The following is hereby added to Section C-1 as follows:
Item 0121AS is for installation of the IST and training of the Army
National Guard's 29th Infantry Division in the Sinai. Due to the location,
installation includes 3 transformers. Training shall be in accordance with the
SOW and PD, but shall also include additional training particular to the IST,
shall include sustainment training, and shall last 5 days at 8 hours each day.
The price of item 0121AS also includes travel, lodging, meals, and
transportation costs for the Installers/Trainers.
5. In Section F-1, the following is hereby added:
For the delivery specified in paragraph 7 of Modification P00007 (CLIN 0125, IST
Serial Number 007, and concurrently delivered CLINs), the following clause
applies:
FAR REF CLAUSE TITLE CLAUSE DATE
- --------- ------------------ -----------
52.247-34 F.O.B. DESTINATION JAN 1991
6. In Section F-2 DELIVERY LOCATIONS, the first sentence is revised to add an
----------------------
exception as follows:
Equipment under this contract shall be delivered F.O.B. ORIGIN with the
exception of the delivery specified in paragraph 7 of Modification P00007 which
shall be delivered to Ash-Shaykh (South Camp) FOB DESTINATION with payment for
shipment provided under CLIN 0143.
<PAGE>
M67854-94-C-2014
Modification P00007
7. In Section F-3, FAR 52.212-1 TIME OF DELIVERY (APR 1984), the following
----------------------------------------
delivery date and destination are hereby provided. For the CLINs listed below,
the parties agree to the required delivery date shown below.
ANG Delivery, FOB Destination, no later than 31 March 1995
- ----------------------------------------------------------
NOTE: SLIN 0125AA refers to Serial Number 007
<TABLE>
<CAPTION>
CLIN Description Qty Location: Delivered by:
- ---- ----------- --- --------- -------------
<S> <C> <C> <C> <C>
0102AB M-16A2 8 Army National Guard 31 MAR 95
0103AB M-9 2 29th Infantry Division
0105AB SAW 2 Ash-Shaykh (South Camp)
0111AB M203 2 Egypt
0119AC Night Vision 3
0120AB Manuals 1
0125AA IST Base Unit 1
</TABLE>
8. In accordance with Section F-3, paragraph entitled Early delivery,
--------------
incorporated in Modification P00002, the PCO hereby authorizes early delivery
for the items listed in paragraph 7 above.
9. AIR SHIPMENTS. Air shipment shall be used for all overseas destinations.
-------------
The following Transportation Accounting Classification (TAC) code and the
accounting and appropriation data are hereby added for air shipments via the Air
Mobility Command (AMC) flights for Marine Corps deliveries overseas.
1751109.6992 022 00703/0 000027 2D 00L604 699230056002
NOTE: See Modification P00002, Section 7, for surface delivery TAC codes.
10. As a result of paragraph 3 of this modification, the following is hereby
added to Section G-3 ACCOUNTING AND APPROPRIATION DATA:
-------------------------------------
AE 9750400 1320 C299 P5F30 2525 DPAM 5 8040 503733 5F30 63744E
MIPR (DD Form 448) Number 95-8040 increase $63,969.00
11. Paragraph 7 of Modification P00004 is hereby deleted and replaced with the
following:
"Under Section I, "CONTRACT CLAUSES FOR A FIXED PRICE SUPPLY CONTRACT",
Part II, "DOD FEDERAL ACQUISITION REGULATION SUPPLEMENT (48 CFR CHAPTER 1)
CLAUSES", the following clause is hereby incorporated in the contract.
<PAGE>
M67854-94-C-2014
Modification P00007
252.217-7027 PRICE CEILING (DEC 1991)
The definitive modification resulting from this undefinitized action
shall not exceed $305,683.00.
(End of clause)
12. As a result of paragraph 3.b. of this modification, the total contract
price is hereby increased from $21,980,769.00 by $20,300.00 to a new total
contract price of $22,001,069.00.
13. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
<PAGE>
- --------------------------------------------------------------------------------
ENGINEERING CHANGE PROPOSAL (ECP), PAGE 1
- ------------------------------------------------------------------------------
1. DATE (YY/MM/DD)
95/02/24
- --------------------------------------------------------------------------------
Form Approved OMB No. 0704-0188
- ------------------------------------------------------------------------------
Public reporting burden for this collection of information is estimated to
average 2 hours per response, including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed, and
completing and reviewing the collection of information. Send comments regarding
the burden estimate or any other aspect of this collection of information,
including suggestions for reducing the burden, to Department of Defense,
Washington Headquarters Services, Directorate for Information Operations and
Reports, 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA 22202-4302, and
to the Office of Management and Budget, Paperwork Reduction Project (0704-0188),
Washington, D.C. 20503.
PLEASE DO NOT RETURN YOUR COMPLETED FORM TO EITHER OF THESE ADDRESSES. RETURN
-- ---
COMPLETED FORM TO THE GOVERNMENT ISSUING CONTRACTING OFFICER FOR THE CONTRACT/
PROCURING ACTIVITY NUMBER LISTED IN ITEM 2 OF THIS FORM.
- ------------------------------------------------------------------------------
2. PROCURING ACTIVITY NO.
M67854
- ------------------------------------------------------------------------------
3. DODAAC
- ------------------------------------------------------------------------------
4. ORIGINATOR
- ------------------------------------------------------------------------------
a. TYPED NAME (First, Middle Initial, Last)
Firearms Training Systems, Inc.
- ------------------------------------------------------------------------------
b. ADDRESS (Street, City, State, Zip Code)
7340 McGinnis Ferry Road
Suwanee, GA 30174
- ------------------------------------------------------------------------------
5. CLASS OF ECP
1
- ------------------------------------------------------------------------------
6. JUST CODE
O
- ------------------------------------------------------------------------------
7. PRIORITY
R
- ------------------------------------------------------------------------------
8. ECP DESIGNATION
- ------------------------------------------------------------------------------
a. MODEL/TYPE
- ------------------------------------------------------------------------------
b. CAGE CODE
76478
- ------------------------------------------------------------------------------
c. SYSTEM DESIGNATION
Infantry Squad Trainer
- --------------------------------------------------------------------------------
d. ECP NO.
76478-005/94
- ------------------------------------------------------------------------------
9. BASELINE AFFECTED
[ ] [ X ] PRODUCT
[ ]
- ------------------------------------------------------------------------------
10.OTHER SYS./CONFIG. ITEMS AFFECTED
[_]YES [X] NO
- ------------------------------------------------------------------------------
11. SPECIFICATIONS AFFECTED
- ------------------------------------------------------------------------------
CAGE Code Specification/Document No. Rev SCN
- ------------------------------------------------------------------------------
a. SYSTEM PD-94-003
- ------------------------------------------------------------------------------
b. DEVELOPMENT
- ------------------------------------------------------------------------------
c. PRODUCT
- ------------------------------------------------------------------------------
12. DRAWINGS AFFECTED
- ------------------------------------------------------------------------------
CAGE Code Number Rev. NOR
- ------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
13. TITLE OF CHANGE Modify B-IST to be an IST with 3 x ISMT configuration.
- ------------------------------------------------------------------------------
14. CONTRACT NO. AND LINE ITEM
M67854-94-C-2014 CLIN 0125
- ------------------------------------------------------------------------------
15. PROCURING CONTRACT OFFICER
- ------------------------------------------------------------------------------
a. NAME (First, Middle Initial, Last) Glenn O. Cruze
- ------------------------------------------------------------------------------
b. CODE CTQ c. TELEPHONE NO. 703-640-5822 x 226
- ------------------------------------------------------------------------------
16. CONFIRMATION ITEM NOMENCLATURE Infantry Squad Trainer (IST)
- ------------------------------------------------------------------------------
17. IN PRODUCTION
[X] YES [_] NO
- ------------------------------------------------------------------------------
18. ALL LOWER LEVEL ITEMS AFFECTED
- ------------------------------------------------------------------------------
a. NOMENCLATURE N/A b. PART NO c. NSN
- ------------------------------------------------------------------------------
19. DESCRIPTION OF CHANGE Modify seven (7) stand-alone Basic Infantry Squad
Trainers (B-ISTs) to be ISTs adaptable to (3) Indoor Simulated Marksmanship
Trainers (ISMT). See Attached data
- ------------------------------------------------------------------------------
20. NEED FOR CHANGE ISTs in a configuration that allows breaking down into 3
ISMTs provides the Government greater flexibility for marksmanship and Fire
Team training. The change makes more effective and efficient use of assets
by providing access to a larger number of trainees.
- ------------------------------------------------------------------------------
21. PRODUCTION EFFECTIVELY BY SERIAL NUMBER
ISTs 001 through 007
- ------------------------------------------------------------------------------
22. EFFECT ON PRODUCTION DELIVERY SCHEDULE
None
- ------------------------------------------------------------------------------
23. RETROFIT
- ------------------------------------------------------------------------------
a. RECOMMENDED ITEM EFFECTIVITY
- ------------------------------------------------------------------------------
b. SHIP/VEHICLE CLASS AFFECTED
- ------------------------------------------------------------------------------
c. ESTIMATED KIT DELIVERY SCHEDULE
- ------------------------------------------------------------------------------
d. LOCATIONS OR SHIP/VEHICLE NUMBERS AFFECTED
- ------------------------------------------------------------------------------
24.ESTIMATED COSTS/SAVINGS UNDER CONTRACT
- ------------------------------------------------------------------------------
25.ESTIMATED NET TOTAL COSTS/SAVINGS
$305,683
- ------------------------------------------------------------------------------
26. SUBMITTING ACTIVITY
a. AUTHORIZED SIGNATURE /S/ BOB TERRY
- ------------------------------------------------------------------------------
b. TITLE Bob Terry, Director of Programs
- ------------------------------------------------------------------------------
27. APPROVAL/DISAPPROVAL
- ------------------------------------------------------------------------------
a. CLASS 1
[_] APPROVAL [_] DISAPPROVAL
RECOMMENDED RECOMMENDED
- ------------------------------------------------------------------------------
b. CLASS II
[_] APPROVED [_] DISAPPROVED
- ------------------------------------------------------------------------------
c. CLASS III
[_] CONCUR IN CLASSIFI- [_]DO NOT CONCUR IN CLASSI-
CATION OF CHANGE FICATION OF CHANGE
- ------------------------------------------------------------------------------
d. GOVERNMENT ACTIVITY e. SIGNATURE f. DATE SIGNED
(YYMMDD)
- ------------------------------------------------------------------------------
g. APPROVAL h. GOVERNMENT i. SIGNATURE j. DATE SIGNED
[X] APPROVED ACTIVITY (YYMMDD)
[_] DISAPPROVED MARCORSYSCOM
(SST) J.P. MCGOVERN, MAJOR, USMC 950228
- ------------------------------------------------------------------------------
DD Form 1692, APR 92 EF-V1)(ParFORM PRO) Previous editions are obsolete.
ATTACHMENT "A"
<PAGE>
ECP 76478-005R3/94 BACKUP DATA
11. Specifications Affected:
Purchase Description 94-03. Change Paragraph 3.9 from:
3.9 Infantry Squad Trainer (IST). The IST shall be a 12 lane squad trainer. It
----------------------------
shall have all of the same capabilities as, and meet the same requirements of,
the ISMT in a manner that allows up to 12 trainees to use the trainer
simultaneously. These capabilities and requirements may be achieved by using an
IST adapter kit that allows any two or three ISMTs procured under this contract
to network as one system, as described below. The contractor shall also provide
an entire system to satisfy requirements where the government does not desire to
network three fielded ISMTs.
To:
3.9 Infantry Squad Trainer (IST). The IST shall be a 12 lane squad trainer. It
----------------------------
shall have all of the same capabilities as, and meet the same requirements of,
the ISMT in a manner that allows up to 12 trainees to use the trainer
simultaneously. These capabilities and requirements may be achieved by using an
IST adapter kit that allows any two or three ISMTs procured under this contract
to network as one system, as described below. The contractor shall also provide
an entire system to satisfy requirements where the government does not desire to
network three fielded ISMTs.
19. Description of Change:
The purpose of this ECP is to change the first 7 Base-Infantry Squad Trainers
(B-ISTs) into Infantry Squad Trainers (ISTs) adaptable to three Indoor Simulated
Marksmanship Trainers (ISMTs).
A B-IST configured from major components of 2 ISMTs, each providing 6 firing
positions, was originally contracted for use by the U.S. Army National Guard
(ARNG) as shown in Figure 1. The B-IST is a stand-alone IST and is not capable
of breaking down into any more than one ISMT. The B-IST consists of one desk,
one chair, one PC, two PSCs (one in the desk and one on the ground), two LDPs
(one in the desk and one on the ground), and two projectors.
<PAGE>
[GRAPHICS]
The ISMT and IST are Commercial-off-the-Shelf (COTS) classroom trainers. The
systems consist of standard Marine Corps small arms and crew-served simulated
weapons, a simulation unit and a system controller that allows control of all
training and feedback. The ISMT has 4 firing positions and the Marine Corps
IST, which is made up of 3 ISMTs connected with an adapter kit, has 12 firing
positions. The adapter kit used to combine 3 ISMTs to produce an IST is made up
of cables, connectors, and screen strips. The Instructor's Desk includes a
Personal Computer (PC), the Primary Simulation Computer (PSC), the Laser Disc
Player (LDP) and a dot-matrix printer to provide hard copy training and system
operation records. The PSC provides all computer control of the weapons, audio,
and simulation functions. The LDP provides the generation of all video media
stored on laser disc. All ISMT personal computers have the capability to act as
the system controller for the IST. Figure 2 and Figure 3 provide a graphic
presentation of the ISMT and IST.
<PAGE>
[GRAPHIC]
[GRAPHIC]
<PAGE>
The Government has requested that FATS reconfigure a quantity of B-ISTs into
ISTs capable of adapting to three (3) ISMTs each. To change a B-IST into an IST
requires an additional ISMT (less the screen), IST Adapter Kits, and an added
set of hardware
[GRAPHIC]
necessary to complete a third Instructor's Control Station. This latter item
consists of one desk, one chair, one PC, and one printer. This is graphically
depicted above in Figure 4.
Hardware added by ECP-005/94:
2 Desks
2 Chairs
2 Speakers
1 Projector
2 Personal Computer (PC) with Monitors and keyboards
1 Primary Simulation Computer (PSC)
1 Laser Disc Player (LDP)
1 IST Adapter Kit (less two screen strips)
<PAGE>
To hook up an IST the connections shows at Figure 5 need to be made to the
master control station (that desk out of three chosen to be the instructor's
station):
[GRAPHIC]
The specific hookups of the cables to the PSCs follow at Figure 6:
[GRAPHIC]
<PAGE>
Finally the Laser Disc Player Connections are shown at Figure 7. Figure 8 shows
the difference between the B-IST connections PSC and LDP connections and the
full-up IST connections.
[GRAPHIC]
[GRAPHIC]
<PAGE>
SETS video discs 1 and 2 (a set of six discs) are provided to enable the system
to show video across the three screens.
SETS 1 Scenarios are:
1. Combat Patrol
2. Linear Ambush
3. Withdraw Through Lines
4. Linear Ambush with Enemy Surrender
5. Vehicle Ambush
6. Village Combat with Sniper
7. Enemy Attacks, Squad Defensive Position
8. Suppressive Fire, Assault Right Flank
9. Suppressive Fire Fails, Enemy Overruns
10. Reverse Slope Defense
SETS 2 Scenarios are:
1. Combat Patrol, Recon' Ridge
2. Support By Fire, Assault On Bunker
3. Range Card Preparation, Probe At Dusk
4. Night Attack
5. Night Ambush
6. Reaction Course #1, Village
7. Reaction Course #2, Village
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00008
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See Block 16C
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 3LW, MARCORSYSCOM
2033 BARNETT AVE SUITE 315
QUANTICO VA 22134-5010
LISA WERBICKAS 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA, GEORGIA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE GA 30174-2806
TIN: 57-0777-018 DUNS#: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
X 9A. AMENDMENT OF SOLICITATION NO.
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation as amended, by one of the following methods: (a)
By completing Items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
Not applicable.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
xx MUTUAL AGREEMENT OF THE PARTIES
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
1. This modification hereby deletes Modification P00007 in its entirety at no
cost to the Government.
2. The contract price remains unchanged at $21,980,769.00.
3. All other items and conditions of contract M68754-94-C-2014 shall remain
unchanged and in full force and effect.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Clare Fawkes, Chief Operating Officer
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Clare Fawkes
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
13 MARCH 1995
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
GLENN O. CRUZE, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ Glenn O. Cruze
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
MARCH 14, 1995
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
-186-
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 3
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00009
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See Block 16c
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
CODE CTQ 3LW, MARCORSYSCOM
2033 BARNETT AVE, SUITE 315
QUANTICO VIRGINIA 22134-5010
BUYER: LISA WERBICKAS (703) 784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (if other than item 5) CODE S1103A
-------------
DCMAO ATLANTA
ATTN: DCMDS-GAACA
805 WALKER STREET
MARIETTA, GEORGIA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE, GEORGIA 30174-2806
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
[ ] The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
[ ] is extended, [ ] is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning copies of the amendment;
---
(b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
Not Applicable.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify Authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
XX C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
MUTUAL AGREEMENT OF THE PARTIES
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor [ ] is not, [X] is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE ATTACHED
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Bob Terry
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE
7 APRIL 1995
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
Glenn O. Cruze, United States Marine Corps
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/S/ Glenn O. Cruze
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE
APRIL 7, 1995
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS UNUSABLE Prescribed by GSA
<PAGE>
M67854-94-C-2014
Modification P00009
The purpose of this modification is to: 1) correct the unit ceiling price for
ECP # 76478-005/94, 2) add DFARS clause number, 3) revise Section F for equal
consideration, and 4) direct air shipment for Marine Corps overseas deliveries
as follows:
1. In paragraph 1e, Funds Obligated, of Modification P00004, lines 4 and 5, the
----------------
unit ceiling price for ECP Number 76478-005/94 is hereby corrected to read:
"$43,669.00."
2. In paragraph 7 of Modification P00004, DFARS clause number "252.217-7027" is
hereby added to the FAR clause entitled "PRICE CEILING (DEC 1991)."
3. The following changes are made to the contract and are considered equal
consideration to both parties:
a. In Section F-3, the required delivery date for the following items
---
shall be revised from 16 March 1995 as shown on page 3 of Modification P00006 to
the following:
<TABLE>
<CAPTION>
CLIN Description QTY Destination Delivered by:
- ------ ----------- --- ---------------------------- -------------
<S> <C> <C> <C> <C>
0005 SAW 6 Marine Corps Recruit Depot 12 APR 95
0009 MK19 1 Parris Island, SC 29905-9001
0010 M2 3
</TABLE>
b. In Section E-2, the following exception is hereby added:
---
Exception: For the items listed in paragraph 3.a. of Modification P00009 above,
inspection and acceptance shall be made at destination by the project officer or
his duly authorized representative.
c. In Section F-1, the following is hereby added:
---
For the delivery specified in paragraph 3.a. of Modification P00009 above, the
following clause applies:
FAR REF CLAUSE TITLE CLAUSE DATE
------- ------------ -----------
52.247-34 F.O.B. DESTINATION JAN 1991
d. In Section F-2 DELIVERY LOCATIONS, the first sentence is revised to add
----------------------
an exception as follows:
Equipment under this contract shall be delivered F.O.B. ORIGIN with the
exception of the delivery specified in paragraph 3.a. of Modification P0009
which shall be delivered to its final destination at Parris Island FOB
DESTINATION with the cost of shipment to be borne by the contractor. The
parties agree that the shipment shall be at no cost to the Government.
<PAGE>
M67854-94-C-2014
Modification P00009
e. The contractor agrees to provide training on the SAW, CLIN 0005, at
Parris Island on or before 14 April 1995 at no cost to the Government.
f. The contractor shall rewrite the OCD Test Plan to accommodate the SME
Changes of Modification P00003 at no cost to the Government.
g. The contractor agrees to deliver the following system and associated
CLINs early as follows:
<TABLE>
<CAPTION>
CLIN Description QTY Destination Delivered by:
- -------------------------------------------------------------------
<S> <C> <C> <C> <C>
0001AA ISMT 1 Commanding General 21 APR 95
0002 M-16A2 4 Attn: Head, TAVSC
0003 M9 Pistol 4 Operations Division C034
0004 Shotgun 1 Marine Corps Combat
Development Command
0008 AT-4 1 2006 Hawkins Ave.
0011 M-203 2 Quantico, VA 22134-5043
DODAAC M93031
</TABLE>
4. AIR SHIPMENTS. Air shipment shall be used for all Marine Corps overseas
-------------
destinations. The following Transportation Accounting Classification (TAC) code
and the accounting and appropriation data are hereby added for air shipments via
the Air Mobility Command (AMC) flights for Marine Corps deliveries overseas.
1751109.6992 022 00703/0 000027 2D 00L604 699230056002
NOTE: See Modification P00002, Section 7, for surface delivery TAC codes.
5. As a result of this modification, the total contract price remains
$21,980,769.00.
6. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 7
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00011
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See Block 16C
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
Doc No. M9545094RC46092
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 3LW, MARCORSYSCOM
2033 BARNETT AVE, SUITE 315
QUANTICO VA 22134-5010
BUYER: LISA WERBICKAS 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If Other Than Item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA, GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE, GA 30174-2806
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning copies of the amendment;
---
(b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
AD 1741109 5445 031 007010 0 000027 2D 000000 644530048092 Increase
$19,794.00
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
MUTUAL AGREEMENT OF THE PARTIES
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE ATTACHED.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Bob Terry
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
25 April 95
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
GLENN O. CRUZE, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/S/ Glenn O. Cruze
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
APR 26 1995
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
<PAGE>
M67854-94-C-2014
Modification P00011
The purpose of this modification is to: 1) add a CLIN and Option CLINs for a
third day of On-Site Training, 2) revise CLIN 0016, 3) add Section C-9, 4)
revise the delivery of CLIN 0016 provided in P00006, provide a partial delivery
schedule for CLINs 0023 and 0047, and revise two "Ship to" addresses, and 5)
provide funds.
1. Third Day of On-Site Training: A third day of On-Site Training and options
added below shall be in accordance with the Statement of Work, the Purchase
Description, and Section C-9 contained herein.
a. Section B is hereby revised to add SLINs 0047AA through 0047AR for a
third day of training for each location specified in CLIN 0023 as follows:
<TABLE>
<CAPTION>
CLIN ACRN Supplies/Services QTY UNIT UNIT PRICE AMOUNT
---- ---- ----------------- -------- ---------- ------
<S> <C> <C> <C> <C> <C>
0047 One extra day of on-site
training to be used in
conjunction with CLIN 0023
0047AA Reserved N/A N/A
0047AB AD San Diego CA 1 DAY $1,337.00 $1,337.00
0047AC AD Quantico VA 1 DAY $1,231.00 $1,231.00
0047AD AD Camp Pendleton 1 DAY $1,293.00 $1,293.00
0047AE AD Camp Lejeune NC 1 DAY $1,195.00 $1,195.00
0047AF AD Camp SD Butler 1 DAY $1,574.00 $1,574.00
0047AG AD 29 Palms CA 1 DAY $1,272.00 $1,272.00
0047AH AD Kanehoe Bay HI 1 DAY $1,486.00 $1,486.00
0047AJ AD Cherry Point NC 1 DAY $1,195.00 $1,195.00
0047AK AD Yuma AZ 1 DAY $1,243.00 $1,243.00
0047AL AD El Toro CA 1 DAY $1,409.00 $1,409.00
0047AM AD Iwakuni Japan 1 DAY $1,574.00 $1,574.00
0047AN AD Beaufort SC 1 DAY $1,219.00 $1,219.00
0047AP AD Jacksonville NC 1 DAY $1,195.00 $1,195.00
0047AQ AD Norfolk VA 1 DAY $1,340.00 $1,340.00
0047AR AD Quantico VA 1 DAY $1,231.00 $1,231.00
Total Firm-Fixed Price Amount for CLIN 0047 $19,794.00
</TABLE>
M67854-94-C-2014
Modification P00018
b. Option sub-contract line item numbers (SLINs) 0143AA through 0143AR,
0243AA through 0243AR, 0343AA through 0343AR, and 0434AA through 0434AR are
hereby added to Section B, and if exercised, shall be exercised in conjunction
with the corresponding (year and location) Option SLIN for training.
<TABLE>
<CAPTION>
OPTION CLIN Supplies/Services QTY UNIT UNIT PRICE AMOUNT
- ----------- ----------------- -------- ---------- ------
<S> <C> <C> <C> <C>
0143 One extra day of on-site
training for use in
conjunction with CLIN 0121
--------------------------
0143AA Parris Island SC 1 DAY $1,272.00 $1,272.00
0143AB San Diego CA 1 DAY $1,393.00 $1,393.00
0143AC Quantico VA 1 DAY $1,284.00 $1,284.00
0143AD Camp Pendleton 1 DAY $1,347.00 $1,347.00
0143AE Camp Lejeune NC 1 DAY $1,248.00 $1,248.00
0143AF Camp SD Butler 1 DAY $1,634.00 $1,634.00
0143AG 29 Palms CA 1 DAY $1,326.00 $1,326.00
0143AH Kanehoe Bay HI 1 DAY $1,543.00 $1,543.00
0143AJ Cherry Point NC 1 DAY $1,248.00 $1,248.00
0143AK Yuma AZ 1 DAY $1,296.00 $1,296.00
0143AL El Toro CA 1 DAY $1,465.00 $1,465.00
0143AM Iwakuni Japan 1 DAY $1,634.00 $1,634.00
0143AN Beaufort SC 1 DAY $1,272.00 $1,272.00
0143AP Jacksonville NC 1 DAY $1,248.00 $1,248.00
0143AQ Norfolk VA 1 DAY $1,396.00 $1,396.00
0143AR Quantico VA 1 DAY $1,284.00 $1,284.00
</TABLE>
<PAGE>
M67854-94-C-2014
Modification P00011
<TABLE>
<CAPTION>
OPTION CLIN Supplies/Services QTY UNIT UNIT PRICE AMOUNT
- ----------- ----------------- -------- --------- -------
<S> <C> <C> <C> <C>
0243 One extra day of on-site
training to be used in
conjunction with CLIN 0221
--------------------------
0243AA Parris Island SC 1 DAY $1,313.00 $1,313.00
0243AB San Diego CA 1 DAY $1,434.00 $1,434.00
0243AC Quantico VA 1 DAY $1,326.00 $1,326.00
0243AD Camp Pendleton 1 DAY $1,389.00 $1,389.00
0243AE Camp Lejeune NC 1 DAY $1,289.00 $1,289.00
0243AF Camp SD Butler 1 DAY $1,677.00 $1,677.00
0243AG 29 Palms CA 1 DAY $1,368.00 $1,368.00
0243AH Kanehoe Bay HI 1 DAY $1,586.00 $1,586.00
0243AJ Cherry Point NC 1 DAY $1,289.00 $1,289.00
0243AK Yuma AZ 1 DAY $1,338.00 $1,338.00
0243AL El Toro CA 1 DAY $1,507.00 $1,507.00
0243AM Iwakuni Japan 1 DAY $1,677.00 $1,677.00
0243AN Beaufort SC 1 DAY $1,313.00 $1,313.00
0243AP Jacksonville NC 1 DAY $1,289.00 $1,289.00
0243AQ Norfolk VA 1 DAY $1,438.00 $1,438.00
0243AR Quantico VA 1 DAY $1,326.00 $1,326.00
CLIN Supplies/Services QTY UNIT UNIT PRICE AMOUNT
- ---- ----------------- -------------------- ------
0343 One extra day of on-site
training for use in
conjunction with CLIN 0321
--------------------------
0343AA Parris Island SC 1 DAY $1,363.00 $1,363.00
0343AB San Diego CA 1 DAY $1,485.00 $1,485.00
0343AC Quantico VA 1 DAY $1,375.00 $1,375.00
0343AD Camp Pendleton 1 DAY $1,439.00 $1,439.00
0343AE Camp Lejeune NC 1 DAY $1,338.00 $1,338.00
0343AF Camp SD Butler 1 DAY $1,729.00 $1,729.00
0343AG 29 Palms CA 1 DAY $1,417.00 $1,417.00
0343AH Kanehoe Bay HI 1 DAY $1,637.00 $1,637.00
0343AJ Cherry Point NC 1 DAY $1,338.00 $1,338.00
0343AK Yuma AZ 1 DAY $1,387.00 $1,387.00
0343AL El Toro CA 1 DAY $1,558.00 $1,558.00
0343AM Iwakuni Japan 1 DAY $1,729.00 $1,729.00
0343AN Beaufort SC 1 DAY $1,363.00 $1,363.00
0343AP Jacksonville NC 1 DAY $1,338.00 $1,338.00
0343AQ Norfolk VA 1 DAY $1,488.00 $1,488.00
0343AR Quantico VA 1 DAY $1,375.00 $1,375.00
CLIN Supplies/Services QTY UNIT UNIT PRICE AMOUNT
- ---- ----------------- -------- ---------- ------
0443 One extra day of on-site
training for use in
conjunction with CLIN 0421
--------------------------
0443AA Parris Island SC 1 DAY $1,426.00 $1,426.00
0443AB San Diego CA 1 DAY $1,550.00 $1,550.00
0443AC Quantico VA 1 DAY $1,439.00 $1,439.00
0443AD Camp Pendleton 1 DAY $1,504.00 $1,504.00
0443AE Camp Lejeune NC 1 DAY $1,401.00 $1,401.00
0443AF Camp SD Butler 1 DAY $1,798.00 $1,798.00
0443AG 29 Palms CA 1 DAY $1,482.00 $1,482.00
0443AH Kanehoe Bay HI 1 DAY $1,705.00 $1,705.00
0443AJ Cherry Point NC 1 DAY $1,401.00 $1,401.00
0443AK Yuma AZ 1 DAY $1,451.00 $1,451.00
0443AL El Toro CA 1 DAY $1,624.00 $1,624.00
0443AM Iwakuni Japan 1 DAY $1,798.00 $1,798.00
0443AN Beaufort SC 1 DAY $1,426.00 $1,426.00
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
0443AP Jacksonville NC 1 DAY $1,401.00 $1,401.00
0443AQ Norfolk VA 1 DAY $1,553.00 $1,553.00
0443AR Quantico VA 1 DAY $1,439.00 $1,439.00
</TABLE>
<PAGE>
M67854-94-C-2014
Modification P00011
2. REVISION OF CLIN 0016. In Section B, CLIN 0016 is revised from "1 LOT" to
---------------------
"52 EACH," from "PRODUCTION" to "DISC (set of 3)," and from "0016" to "0016AA"
and "0016AB" as follows:
<TABLE>
<CAPTION>
UNIT TOTAL
CLIN ACRN SUPPLIES/SERVICES QTY UNIT PRICE AMOUNT
- ---- ---- ----------------- --- ---- ----- ------
<S> <C> <C> <C> <C> <C> <C>
0016AA AA ADDITIONAL ISMT 36 EA $212.58 $7,652.88
SCENARIO VIDEO
DISC (set of 3),
MARKSMANSHIP
QUALIFICATION RANGES
0016AB AA ADDITIONAL ISMT 16 EA $212.57 $3,401.12
SCENARIO VIDEO
DISC (set of 3),
MARKSMANSHIP
QUALIFICATION RANGES
NOTE: There is no change in "TOTAL AMOUNT" for CLIN 0016 as a result of
this change.
</TABLE>
3. Section C-9 is hereby added as follows:
C-9 a. SLINs 0047AB through 0047AR, and Option SLINs 0143AA-0143AR, 0243AA-
0243AR, 0343AA-0343AR, and 0443AA-0443AR, if and to the extent exercised, are
for two (2) Installer/Trainers to provide an additional 8 man-hours each of On-
Site Training on a third consecutive day following the two days of training
provided under corresponding SLIN, i.e., SLINs 0023AB through 0023AR, and SLINs
0121AA-0121AR, 0221AA-0221AR, 0321AA-0321AR, and 0421AA-0421AR, respectively.
Option SLINs 0143AA-0143AR, 0243AA-0243AR, 0343AA-0343AR, and 0443AA-0443AR
shall not be exercised without concurrent or previous exercise of the
corresponding SLIN.
b. The 2 day On-Site Training shall be in accordance with the Statement of
--------------------------
Work and Purchase Description and shall include, but is not limited to, the
following tasks
1) Site survey: review training location for system; discuss training location
requirements for ashore and afloat.
2) Initial setup: proper setup procedures and initial test of system and all
weapons.
3) Projector calibration: discuss procedure for projector calibration. (Minimum
2 hours.)
4) Built-in-Test (BIT): discuss BIT; automated and manual trouble-shooting.
<PAGE>
M67854-94-C-2014
Modification P00011
5) Weapons training: provide review of unique aspects of simulation weapons;
weapons handling and authorized maintenance.
6) System and Weapon alignment: review procedures and rationale for system and
weapon alignment.
7) Laser disc review: review all laser discs; discuss discs and other training
material to be delivered; discuss night vision device training.
8) Removal/replacement of Line Replaceable Units (LRU): review proper procedure
of removal and replacement of all LRUs.
9) Authoring: discuss existing scenarios, backgrounds and targets and the
authoring process, discuss the Scenario Development Toolset. (Minimum 2 hours.)
10) Shut down procedures and preventive maintenance cleaning.
11) Performance evaluation and review.
c. Third day of On-Site Training CLIN 0047 and Option CLINs 0143, 0243,
-----------------------------
0343, and 0443, if and to the extent exercised, shall include, but are not
limited to, performance of the following tasks in addition to the requirements
above:
1) Unpack System: Discuss packing, transport, and deployability issues; conduct
joint inventory.
2) Projector calibration: discuss procedure for projector calibration in greater
detail than as discussed in two-day class. Minimum 3 hours total. (One extra
hour than 2 day training.)
3) Documentation review: review OJT Manual, operators, and weapons operations
manuals.
4) Graphics program review: review courses of fire for all weapons, forward
observer, and USMC Individual Training Standards (ITS); review menu structure
and application to USMC training programs.
5) Authoring: discuss existing scenarios, backgrounds and targets and the
authoring process, discuss the Scenario Development Toolset. Minimum 3 hours
total. (One extra hour than 2 day training.)
6) Review IST configuration and operation.
<PAGE>
M67854-94-C-2014
Modification P00011
7) Depot: discuss Depot operation and on-site responsibilities.
8) Performance evaluation and review.
4. DELIVERY SCHEDULE
-----------------
a. In Modification P00006, CLIN 0016 is revised to read "0016AA" for USMC
Deliveries #1 through #5, and revised to read "0016AA" for quantity 4 of USMC
Delivery #6 and "0016AB" for quantity 2 of USMC Delivery #6.
b. Delivery of SLINs under CLINs 0023 and 0047 is hereby added to Section
F-3 as follows:
<TABLE>
<CAPTION>
CLIN Description QTY Required Delivery Date
- ---- ----------- --- ----------------------
0023 On-Site Training
- ---- ----------------
<S> <C> <C> <C>
0023AA Parris Island 1 completed
0023 in
conjunction 3 Days
with 0047 On-Site Training
- ---------------- ------------------
0023AE, 0047AE Camp Lejeune, NC 1 2-4 MAY 1995
0023AF, 0047AF Camp Butler, Japan 1 20-22 JUN 1995
0023AD, 0047AD Camp Pendleton, CA 1 11-13 JUL 1995
0023AG, 0047AG 29 Palms, CA 1 1-3 AUG 1995
0023AB, 0047AB San Diego, CA 1 6-8 SEP 1995
</TABLE>
c. The "Ship to" addresses provided in Modification P00006 for USMC Delivery #3
(page 5) and USMC Delivery #6 (page 8) are deleted and replaced with the
following:
USMC Delivery #3, 16 May 1995
- -----------------------------
Ship To:
Commanding General
MCB, Camp Butler, Okinawa, Japan
ATTN: Training and Audio Visual Support Center
Unit 35005
FPO AP 96373-5001
DODAAC M20227
- -------------
POC: SSgt Bryon Grable DSN: 645-2453 Comm: 011-81-6117-45-2453
<PAGE>
M67854-94-C-2014
Modification P00011
USMC Delivery #6, 16 August 1995
- --------------------------------
Ship To:
Commanding Officer
Weapons and Field Training Battalion
Marine Corps Recruit Depot
Edson Range Area, Box 555181
Camp Pendleton, CA 92055-5181
DODAAC M33710
POC: CWO-3 David Tennyson
5. The funds shown in Block 12 on page 1 of this modification are provided as a
result of paragraph 1 above and are hereby added to Section G-3 ACCOUNTING AND
------------------
APPROPRIATION DATA.
- ------------------
6. As a result of this modification, the total contract price is increased from
$21,980,769.00 by $19,794.00 to a new total contract price of $22,000,563.00.
7. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00010
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See block 16c
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 3LW, MARCORSYSCOM
2033 BARNETT AVE SUITE 315
QUANTICO VA 22134-5010
BUYER: LISA WERBICKAS 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (if other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN: DCMDS-GAACA
805 WALKER STREET
MARIETTA GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE GA 3017492806
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning copies of the amendment;
---
(b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
Not Applicable.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
X AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- --------------------------------------------------------------------------------
D. OTHER (specify type of modifications and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor (X) is not, ( ) is required to sign this document and
return copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
The purpose of this moodification is to: 1) add delivery of CLIN 0021, quantity
1, to Quantico, and 2) provide delivery schedule for CLIN 0024.
1. In paragraph 3.g. of Modification P00009, delivery to Quantico by 21 Apr
1995, the following is hereby added: CLIN 0021, Operations and Maintenance
Manual, quantity 1.
2. Delivery of CLIN 0024 is hereby added to Section F as follows:
Unless otherwise directed in writing by the Contracting Officer, 1 LOT of
CLIN 0024, Initial Consumables, shall be shipped to the same destination
and concurrently with 1 EACH of CLIN 0001, ISMT Base Unit.
3. There is no change in contract price as a result of this modification.
Contract price remains $21,980,769.00.
4. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
GLENN O. CRUZE, MARINE CORPS SYSTEMS COMMAND
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/S/ Glenn O. Cruze
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
APRIL 21, 1995
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00012
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See Block 16C
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67354
-------------
ATTN CODE CTQ 3LW, MARCORSYSCOM
2033 BARNETT AVE SUITE 315
QUANTICO,VA 22134-5010
BUYER: LISA WERBICKAS 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA, GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE, GEORGIA 30174-2806
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning copies of the amendment;
---
(b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
Not Applicable.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT ORDER NO. AS DESCRIBED IN ITEM 14
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
xx MUTUAL AGREEMENT OF THE PARTIES
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible)
The purpose of this modification is to revise the delivery date for part
of USMC Delivery #2 as follows:
1. For the following items of USMC Delivery #2 which were due by 16 April
1995 (see POOOO6, page 4), this modification hereby revises the
required delivery date to 1 May 1995 and shall be available for the
----------
On-Site Training at Camp Lejeune by 2 May 1995:
CLIN QTY Description
---- --- -----------
0005 12 M-Z49 SAW
0007 4 SMAW
0010 10 M-2
2. Inconsideration for the extension to the delivery schedule above, the
parties agree that shipment of the above items shall be at no cost to
the Government. The Contractor shall be responsible for any loss and/
or damage to the goods occurring before receipt of the shipment by
the consignee at the final destination at Marine Corps Base, Camp
Lejeune, NC.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remain unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Clare Fawkes, Chief Operating Officer
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Clare Fawkes
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
28 April 1995
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
GLENN O. CRUZE, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/S/ GLENN O. CRUZE
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
APR 28 1995
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00013
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See block 16C
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 3LW, MARCORSYSCOM
2033 BARNETT AVE SUITE 315
QUANTICO VIRGINIA 22134-5010
BUYER: LISA WERBICKAS 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If Other Than Item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA, GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE, GA 30174
TIN#: 57-0777-018 DUNS#: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:(a)
By completing items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of
this amendment you desire to change an offer already submitted, such change may
be made by telegram or letter, provided each telegram or letter makes reference
to the solicitation and this amendment, and is received prior to the opening
hour and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
SEE SECTION 4 OF THIS MODIFICATION
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b)
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
MUTUAL AGREEMENT OF THE PARTIES AND SECTION C-3 EXERCISE OF OPTIONS OF
THE CONTRACT
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (x) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE ATTACHED.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Program Manager
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Bob Terry
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
5/18/95
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
GLENN O. CRUZE, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ Glenn O. Cruze
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
MAY 22 1995
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
<PAGE>
M67854-94-C-2014
Modification P00013
The purpose of this modification is to: 1) exercise options as shown in
Attachment "A", 2) stipulate conditions for revising pricing on exercised
options, 3) correct SLIN 0120AC exercised in P00001, and 4) provide funds.
1. Pursuant to Section C-3 Exercise of Options of the contract, options are
-------------------
hereby exercised as shown in Attachment "A" which is hereby incorporated into
Section B.
2. The options exercised as a result of paragraph 1 above are exercised with
the following agreements:
The parties agree that the options exercised herein and any additional
options that are exercised on or before 31 October 1995 shall be combined to
determine the firm-fixed step-ladder unit price which shall apply to the total
quantity.
For example, if a quantity of 20 are exercised now under a particular contract
- -----------
line item number (CLIN), and an additional 50 are exercised on 30 August 1995,
and an additional 60 are exercised on 31 October 1995, the price of all 130
units, provided they all are ordered under the same CLIN, shall be the firm-
fixed price for a step-ladder quantity of 130 units.
3. In Modification P00001, a quantity of 28 Manuals were incorrectly exercised
under SLIN 0120AC. To correct the error, the quantity exercised under SLIN
0120AC is hereby decreased from 40 by 28 to a correct quantity of 12 as shown
below. A quantity of 28 is exercised under 0220AA. The price for the 28
Operations and Maintenance Manuals under CLIN 0220 is $105.00 (vice $100.00
under CLIN 0120), therefore and additional $5.00 for each of the 28 manuals, or
$140.00, is hereby obligated under ACRN AD and is included in the total amount
shown under ACRN AD in paragraph 4 below.
THE FOLLOWING IN MODIFICATION P00001 IS DELETED:
<TABLE>
<CAPTION>
SLIN ACRN SUPPLIES/SERVICES QTY UNIT UNIT PRICE AMOUNT
- ---- ---- ----------------- --- ---- ---------- ------
<S> <C> <C> <C> <C>
0120AC AD Operations and 40 EA $100.00 $4,000.00
AND REPLACED WITH:
SLIN ACRN SUPPLIES/SERVICES QTY UNIT UNIT PRICE AMOUNT
- ---- ---- ----------------- --- ---- ---------- ------
0120AC AD Operations and 12 EA $100.00 $1,200.00
0220AA AD Operations and 28 EA $105.00 $2,940.00
Maintenance Manuals
</TABLE>
<PAGE>
M67854-94-C-2014
Modification P00013
4. As a result of paragraphs 1 and 3 above, the following funds are hereby
added in Section G-3 ACCOUNTING AND APPROPRIATION DATA.
--- ---------------------------------
AD 1741109 6445 031 00701 0 000027 2D 000000 644530046092 $743,423.00
Doc. No. M9545094RC46092, Am. 1 (USMC)
AF 2152035 565 6S01 P53702062 3110 S18001 8548559295 850000 352 $618,462.00
MIPR No. 95MP441, Am. 1 (STRICOM)
AG _9740350 1005 031 00701 0 000027 2D 000000 10050004R009 $4,414,944.00
Doc. No. M9545095RC4R009 (USMCR)
5. As a result of this modification, the total contract price is increased
from $22,000,563.00 by $5,776,829.00 to a new total contract price of
$27,777,392.00
6. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
<PAGE>
M67854-94-C-2014
Mod. P00013
_-2 The following Options CLINs are partially exercised under OPTION YEAR 1 as
shown:
<TABLE>
<CAPTION>
CLIN ACRN SUPPLIES/SERVICES QTY UNIT PRICE AMOUNT
- ---- ---- ----------------- --- ---------- ------
<S> <C> <C> <C> <C> <C>
0100
- ----
0100AD AD ISMT BASE UNIT 4 $35,621.00 $142,484.00
0100AE AF 6 $35,621.00 $213,726.00
0100AF AG 4 $35,621.00 $142,484.00
---
14
0101
- ----
0101AB AD TRAINING VIDEO 7 $352.00 $2,464.00
0101AC AF REPRODUCTION 9 $352.00 $3,168.00
0101AD AG 3/4" TAPES 27 $352.00 $9,504.00
--
43
0102
- ----
0102AE AD M-16A2 28 $2,144.00 $60,032.00
0102AF 39 $2,144.00 $83,616.00
0102AG 132 $2,144.00 $283,008.00
---
199
0103
- ----
0103AE AG M9 PISTOL 1 $ 2,609.00 $ 2,609.00
0104
- ----
0104AD AG 12 GAUGE SHOT 22 $ 1,329.00 $ 29,238.00
GUN
0105
- ----
0105AE AD SQUAD AUTOMATIC 3 $ 8,041.00 $ 24,123.00
0105AF AF WEAPON 9 $ 8,041.00 $ 72,369.00
0105AG AG 41 $ 8,041.00 $329,681.00
--
53
0107
- ----
0107AC AG SMAW 18 $20,947.00 $377,046.00
0108
- ----
0108AD AD AT-4 3 $ 2,547.00 $ 7,641.00
0108AE AF 2 $ 2,547.00 $ 5,094.00
0108AF AG 25 $ 2,547.00 $ 63,675.00
--
30
0109
- ----
0109AD AD MK-19 HEAVY MACHINE GUN 3 $26,289.00 $78,867.00
0109AE AG 26 $26,289.00 $683,514.00
--
29
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
M67854-94-C-2014
Modification P00013
CLIN ACRN SUPPLIES/SERVICES QTY UNIT PRICE AMOUNT
- ---- ---- ----------------- --- ---------- ------
<S> <C> <C> <C> <C> <C>
0111
- ----
0111AE AD M-203 GRENADE 6 $ 4,607.00 $ 27,642.00
LAUNCHER
0111AF AG 30 $ 4,607.00 $ 138,210.00
--
36
0112
- ----
0112AB AD MP-5 1 $ 3,964.00 $ 3,964.00
0112AC AG 16 $ 3,964.00 $ 63,424.00
--
17 Attachment
"A"
0117
- ----
0117AD AF SHOOT-BACK CAPABILITY 9 $ 928.00 $ 8,352.00
1007AE AG 27 $ 928.00 $ 25,056.00
--
36
0122AE AD SCENARIO DEVELOPMENT 6 $ 5,286.00 $ 31,716.00
0122AF AF TOOLSET 2 $ 5,286.00 $ 10,572.00
--
8
0125
- ----
0125AD AG 1ST BASE UNIT 3 $67,497.00 $ 202,491.00
(does not include
weapons)
0128
- ----
0128AC AD 1ST ADAPTER KIT 2 $ 505.00 $ 1,010.00
0128AD AF 3 $ 505.00 $ 1,515.00
--
5
0129
- ----
0129AC AD DEVELOPMENT CASES 3 $ 2,526.00 $ 7,578.00
0129AD AF 9 $ 2,526.00 $ 22,734.00
--
12
Obligated amount for partial
exercise of Option Year 1 - P00013 only $3,158,607.00
</TABLE>
<PAGE>
M67854-94-C-2014
Mod. P00013
B-2 The following Options CLINs are partially exercised in OPTION YEAR 2 as
shown:
<TABLE>
<CAPTION>
CLIN ACRN SUPPLIES/SERVICES QTY UNIT PRICE AMOUNT
- ---- ---- ----------------- --- ---------- ------
<S> <C> <C> <C> <C> <C>
0200
- ----
0200AA AD ISMT BASE UNIT 3 $37,551.00 $112,653.00
0200AB AF 3 $37,551.00 $112,653.00
0200AC AG 20 $37,551.00 $751,020.00
--
36
0203
- ----
0203AB AD M9 PISTOL 22 $ 2,729.00 $ 60,038.00
0203AC AF 12 $ 2,729.00 $ 32,748.00
0203AD AG 41 $ 2,729.00 $111,889.00
--
75
0204
- ----
0204AA AD 12 GAUGE SHOT GUN 7 $ 1,391.00 $ 9,737.00
0204AB AG 12 $ 1,391.00 $ 16,692.00
--
19
0206
- ----
0206AA AD 240G MACHINE 3 $19,493.00 $ 58,479.00
0206AB AG 32 $19,493.00 $623,776.00
--
35
</TABLE>
<PAGE>
M67854-94-C-2014
Mod. P00013
-2 Partially exercise under OPTION YEAR 2-continued:
<TABLE>
<CAPTION>
CLIN ACRN SUPPLIES/SERVICES QTY UNIT PRICE AMOUNT
- ---- ---- ----------------- --- ---------- ------
<S> <C> <C> <C> <C> <C>
0207
- ----
0207AA AD SMAW 3 $21,913.00 $ 65,739.00
0207AB AG 9 $21,913.00 $ 197,217.00
--
12
0210
- ----
0210AB AD M2.50 CAL MACHINE GUN 3 $12,468.00 $ 37,404.00
0210AC AG 26 $12,468.00 $ 324,168.00
--
29
0211
- ----
0211AA AD M-203 GRENADE LAUNCHER 1 $ 4,788.00 $ 4,788.00
0211AB AF 9 $ 4,788.00 $ 43,092.00
0211AC AG 3 $ 4,788.00 $ 14,364.00
--
13
0218
- ----
0218AB AD FORWARD OBSERVER 5 $ 185.00 $ 925.00
0218AC AF 6 $ 185.00 $ 1,110.00
0218AD AG 27 $ 185.00 $ 4,995.00
--
38
0219
- ----
0219AB AD NIGHT VISION 7 $ 752.00 $ 5,264.00
0219AC AF 9 $ 752.00 $ 6,768.00
0219AD AG 24 $ 752.00 $ 18,048.00
--
40
0220
- ----
0220AB AD OPERATIONS AND 7 $ 105.00 $ 735.00
0220AC AF MAINTENANCE MANUALS 9 $ 105.00 $ 945.00
0220AD AG 27 $ 105.00 $ 2,835.00
--
43
Obligated amount for partial exercise of Option Year $2,618,082.00
2-P00013 only
</TABLE>
<PAGE>
M67854-94-C-2014
Modification P00011
USMC Delivery #6, 16 August 1995
- --------------------------------
Ship To:
Commanding Officer
Weapons and Field Training Battalion
Marine Corps Recruit Depot
Edson Range Area, Box 555181
Camp Pendleton, CA 92055-5181
DODAAC M33710
POC: CWO-3 David Tennyson
5. The funds shown in Block 12 on page 1 of this modification are provided as a
result of paragraph 1 above and are hereby added to Section G-3 ACCOUNTING AND
------------------
APPROPRIATION DATA.
- ------------------
6. As a result of this modification, the total contract price is increased from
$21,980,769.00 by $19,794.00 to a new total contract price of $22,000,563.00.
7. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00010
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See block 16c
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 3LW, MARCORSYSCOM
2033 BARNETT AVE SUITE 315
QUANTICO VA 22134-5010
BUYER: LISA WERBICKAS 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (if other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN: DCMDS-GAACA
805 WALKER STREET
MARIETTA GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE GA 3017492806
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning copies of the amendment;
---
(b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
Not Applicable.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
X AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- --------------------------------------------------------------------------------
D. OTHER (specify type of modifications and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor (X) is not, ( ) is required to sign this document and
return copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
The purpose of this moodification is to: 1) add delivery of CLIN 0021, quantity
1, to Quantico, and 2) provide delivery schedule for CLIN 0024.
1. In paragraph 3.g. of Modification P00009, delivery to Quantico by 21 Apr
1995, the following is hereby added: CLIN 0021, Operations and Maintenance
Manual, quantity 1.
2. Delivery of CLIN 0024 is hereby added to Section F as follows:
Unless otherwise directed in writing by the Contracting Officer, 1 LOT of
CLIN 0024, Initial Consumables, shall be shipped to the same destination
and concurrently with 1 EACH of CLIN 0001, ISMT Base Unit.
3. There is no change in contract price as a result of this modification.
Contract price remains $21,980,769.00.
4. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
GLENN O. CRUZE, MARINE CORPS SYSTEMS COMMAND
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/S/ Glenn O. Cruze
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
APRIL 21, 1995
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
<PAGE>
ECP 76478-003/94 REV 2 BACKUP DATA
11. Specifications Affected:
Purchase Description 94-003. There are no recommended changes to the Purchase
Description. Paragraph 3.7.2.1.2 applies to both the standard umbilical and
Trunk Line Adapters.
19. Description of Change:
The purpose of this ECP is to add Trunk Line Adapters to the ISMT. Trunk Line
Adapters provide electrical and pressure extension for weapons umbilicals and
allow the user more system set-up flexibility and mobility. Trunk Line Adapters
allow all of the umbilicals to lay forward, ahead and out of the way of the
firers. They also allow for very easy hooking and unhooking of the weapons
simulators because they are out in the open. With Trunk Line Adapters each
weapon simulator umbilical is not intertwined through the rear of the
Instructor's Desk and hooked to the front of the Primary Simulation Computer.
Each ISMT will be delivered with one Trunk Line Adapter. All but two weapon
simulator types will be capable using the Adapter's 100 psi and 150 psi
connections. The M2 simulators require 300 psi and MP5 simulators require 125
psi. Each delivered weapon simulator will continue to be provided with a
regulator except for the basic M16 which will ship with one regulator for every
two weapon simulators.
The attached sketches illustrate a before and after configuration of the ISMT
with and without Trunk Line Adapters. A top assembly drawing of the Trunk Line
Adapter is also provided.
[GRAPHIC]
<PAGE>
[GRAPHIC]
<PAGE>
[GRAPHIC]
<PAGE>
[GRAPHIC]
<PAGE>
- --------------------------------------------------------------------------------
REQUEST FOR DEVIATION/WAIVER (RFD/RDW)
- --------------------------------------------------------------------------------
1. DATE (YYMMDD): 950613 Form Approved
OMB NO. 0704-0188
- --------------------------------------------------------------------------------
Public reporting burden for this collection of information is estimated to
average two hours per response, including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed, and
completing and reviewing the collection of information. Send comments regarding
this burden estimate or any other aspect of this collection of information,
including suggestions for reducing this burden, to Department of Defense,
Washington Headquarters Services, Directorate for Information Operations and
Reports, 1215 Jefferson Davis Highway, Suite 1204, Arlington Virginia 22202-
4302, and to the Office of Management and Budget, Paperwork Reduction Project
(0704-0189), Washington DC 20503.
PLEASE DO NOT RETURN YOUR COMPLETED FORM TO EITHER OF THESE ADDRESSES. RETURN
-- ---
COMPLETED FORM TO THE GOVERNMENT ISSUING CONTRACTING OFFICER FOR THE
CONTRACT/PROCURING ACTIVITY NUMBER LISTED IN ITEM 2 OF THIS FORM.
- --------------------------------------------------------------------------------
2. PROCURING ACTIVITY NUMBER
M67854
- --------------------------------------------------------------------------------
3. DODAAC
- --------------------------------------------------------------------------------
4. ORIGINATOR
- --------------------------------------------------------------------------------
a. TYPED NAME (First, Middle Initial, Last)
FIREARMS TRAINING SYSTEMS, INC.
- --------------------------------------------------------------------------------
b. ADDRESS (Street, City, State, Zip Code)
7340 MCGINNIS FERRY ROAD
SUWANEE, GA 30174
- --------------------------------------------------------------------------------
5. (X one)
[X] DEVIATION [ ] WAIVER
- --------------------------------------------------------------------------------
6. (X one) [ ] MINOR
[X] MAJOR [ ] CRITICAL
- --------------------------------------------------------------------------------
7. DESIGNATION FOR DEVIATION/WAIVER
- --------------------------------------------------------------------------------
a. MODEL/TYPE
b. CAGE CODE
76478
c. SYS. DESIG.
IST
d. DEV/WAIVER NO.
D0001-95
- --------------------------------------------------------------------------------
8. BASELINE AFFECTED
[ ] FUNC- [ ] ALLOCATED
TIONAL
[X] PRODUCT
- --------------------------------------------------------------------------------
9. OTHER SYSTEM/CONFIGURATION ITEMS AFFECTED
[ ] YES [X] NO
- --------------------------------------------------------------------------------
10. TITLE OF DEVIATION/WAIVER
Modify B-IST to be an IST with 3 X ISMT configuration
- --------------------------------------------------------------------------------
11. CONTRACT NO. AND LINE ITEM
M67854-94-C-2014 CLIN 0125
- --------------------------------------------------------------------------------
12. PROCURING CONTRACTING OFFICER
- --------------------------------------------------------------------------------
a. NAME (First, Middle Initial, Last) Glenn O. Cruze
- --------------------------------------------------------------------------------
b. CODE CTQ
- --------------------------------------------------------------------------------
e. TELEPHONE NO.: (703) 784-5822 Ext. 226
- --------------------------------------------------------------------------------
13. CONFIGURATION ITEM NOMENCLATURE
INFANTRY SQUAD TRAINER (IST)
- --------------------------------------------------------------------------------
14. CLASSIFICATION OF DEFECT
- --------------------------------------------------------------------------------
a. CD NO
b. DEFECT NO
c. DEFECT CLASSIFICATION
[ ] MINOR [ ] MAJOR [ ] CRITICAL
- --------------------------------------------------------------------------------
15. NAME OF LOWEST PART/ASSEMBLY AFFECTED
N/A
- --------------------------------------------------------------------------------
16. PART NO. OR TYPE DESIGNATION N/A
- --------------------------------------------------------------------------------
17. EFFECTIVITY
CLIN 0125 IST's 007 THROUGH 023
- --------------------------------------------------------------------------------
18. RECURRING DEVIATION/WAIVER
[ ] YES [X] NO
- --------------------------------------------------------------------------------
19. EFFECT ON COST/PRICE 742,373.00
- --------------------------------------------------------------------------------
20. EFFECT ON DELIVERY SCHEDULE NONE
- --------------------------------------------------------------------------------
21. EFFECT ON INTEGRATED LOGISTICS SUPPORT, INTERFACE OR SOFTWARE: NONE
- --------------------------------------------------------------------------------
22. NEED FOR DEVIATION/WAIVER
IST's in a configuration that allows breaking down into 3 ISMT's provides
the Government greater flexibility for markmanship and Fire Team training.
The change makes more effective and efficient use of assets by providing
access to a large number of trainees.
- --------------------------------------------------------------------------------
23. CORRECTIVE ACTION TAKEN: N/A
- --------------------------------------------------------------------------------
24. SUBMITTING ACTIVITY
- --------------------------------------------------------------------------------
a. TYPED NAME (First, Middle Initial, Last):
William E. Jordan
b. TITLE:
PROGRAM MANAGER
c. SIGNATURE
/s/
- --------------------------------------------------------------------------------
25. APPROVAL/DISAPPROVAL
a. RECOMMEND
APPROVAL
DISAPPROVAL
- --------------------------------------------------------------------------------
b. APPROVAL
[X] APPROVED [ ] DISAPPROVED
- --------------------------------------------------------------------------------
c. GOVERNMENT ACTIVITY
MARCORSYSCOM (SST)
- --------------------------------------------------------------------------------
d. TYPED NAME (First, Middle Initial, Last)
Jerome P. McGovern
- --------------------------------------------------------------------------------
e. SIGNATURE
/s/ J.P. McGovern
- --------------------------------------------------------------------------------
f. DATE SIGNED
(YYMMDD)
950613
- --------------------------------------------------------------------------------
g. APPROVAL
[X] APPROVED [ ] DISAPPROVED
- --------------------------------------------------------------------------------
h. GOVERNMENT ACTIVITY
MARCORSYSCOM (SST)
- --------------------------------------------------------------------------------
i. TYPED NAME (First, Middle Initial, Last)
Jerome P. McGovern
- --------------------------------------------------------------------------------
j. SIGNATURE
/s/ J.P. McGovern
- --------------------------------------------------------------------------------
k. DATE SIGNED
(YYMMDD)
950613
- --------------------------------------------------------------------------------
DD FORM 1694, APR 92 (EF-V1) PREVIOUS EDITIONS ARE OBSOLETE ATTACHMENT "2"
(PerFORM PRO)
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 2
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
A00004
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
07/07/95
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY CODE S11103A
-------------
DCMAO ATLANTA
805 WALKER STREET
MARIETTA, GA 30060-2789
INFO:
JO LUEDTKE, DCMDS-GAMA/(404)590-6398/DSN697-6398
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE
-------------
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC.
7340 MCGINNIS FERRY ROAD
SUWANEE, GEORGIA 30174-2806
- --------------------------------------------------------------------------------
CODE 76478 FACILITY CODE
- --------------------------------------------------------------------------------
(x) 9A. AMENDMENT OF SOLICITATION NO.
- ---
9B. DATED (See Item 11)
- --------------------------------------------------------------------------------
10A. MODIFICATION OF CONTRACT/ORDER NO.
x M67854-94-C-2014
- --------------------------------------------------------------------------------
10B. DATED (See Item 13)
08/04/94
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
[ ] The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers [ ] is extended, [ ] is not
extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the followng methods:
(a) By completing Items 8 and 15, and returning copies of the amendment;
--------
(b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
NO CHANGE IN TOTAL CONTRACT NUMBER
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES
- --- SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation
date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR
43.103(b).
- --------------------------------------------------------------------------------
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
MUTUAL AGREEMENT OF BOTH PARTIES OF THE CONTRACT
- --------------------------------------------------------------------------------
D. OTHER (Specify Type of Modification and Authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (x) is required to sign this document and
return ORI copies to the issuing office.
---
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
1. The Purpose of this Modification Is to Extend the Delivery Schedule for 25
Units as Identified below and to Incorporate Far Clause 52.247-34.
a. The contract delivery schedule is revised to require delivery by 14 July
1995:
CLIN QTY DESCRIPTION OLD DELIVERY DATE
0006 2 EACH M-240G 16 MARCH 1995
0007 4 EACH SMAW 16 MARCH 1995
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ BOB TERRY
-------------
By (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
13 July 1995
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF SIGNER (Type or print)
PATRICK GOURLEY, Administrative Contracting Officer
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ PATRICK GOURLEY
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
14 July 1995
- --------------------------------------------------------------------------------
NSN 7540-01-152-9070 Create Using PerForm STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Pro Software. Prescribed by GSA
FAR (48 CFR) 53.243
<PAGE>
FIREARMS TRAINING SYSTEMS, INC. Page 2 of 2
M67854-94-C-2014
<TABLE>
<CAPTION>
A00004, eff 07 Jul 95
b. The contract delivery schedule is revised to require
delivery by 31 Jul 95:
CLIN QTY DESCRIPTION OLD DEL DATE
---- --- ----------- ------------
<S> <C> <C> <C>
0006 9 EA M-240G 16 Apr 95
0007 5 EA SMAW 16 Apr 95
0007 5 EA SMAW 16 Jun 95
</TABLE>
2. FAR Clause 52.247-34 F.O.B. Destination is incorporated into this contract
for the above mentioned items.
3. As consideration for this delivery extension the contractor agrees to
assume the responsibility and expense of shipping the units to the destination
as identified on P00006, effective 02 Mar 95.
4 This modification neither increases nor decreases the amount of the
contract. All other terms and conditions remain the same.
5. This modification does not increase or decrease the quantity ordered by the
contract. This only changes the delivery date for the above items.
<PAGE>
52.247-34 F.O.B. Destination
As prescribed in 47.303-6(c), insert the following clause:
F.O.B. DESTINATION (NOV 1991)
(a) The term "f.o.b. destination," as used in this clause, means-
(1) Free of expense to the Government, on board the carrier's conveyance,
at a specified delivery point where the consignee's facility (plant, warehouse,
store, lot, or other location to which shipment can be made) is located; and
(2) Supplies shall be delivered to the destination consignee's wharf (if
destination is a port city and supplies are for export), warehouse unloading
platform, or receiving dock, at the expense of the Contractor. The Government
shall not be liable for any delivery, storage, demurrage, accessorial, or other
charges involved before the actual delivery (or "constructive placement" as
defined in carrier tariffs) of the supplies to the destination, unless such
charges are caused by an act or order of the Government acting in its
contractual capacity. If rail carrier is used, supplies shall be delivered to
the specified unloading platform of the consignee. If motor carrier (including
"piggyback") is used, supplies shall be delivered to truck tailgate at the
unloading platform of the consignee, except when the supplies delivered meet the
requirements of Item 568 of the National Motor Freight Classification for "heavy
or bulky freight." When supplies meeting the requirements of the referenced
Item 568 are delivered, unloading (including movement to the tailgate) shall be
performed by the consignee, with assistance from the truck driver, if requested.
If the contractor uses rail carrier or freight forwarded for less than carload
shipments, the contractor shall ensure that the carrier will furnish tailgate
delivery, when required, if transfer to truck is required to complete delivery
to consignee.
(b) The Contractor shall-
(1)(i) Pack and mark the shipment to comply with contract specifications;
or
(ii) In the absence of specifications, prepare the shipment in conformance
with carrier requirements;
(2) Prepare and distribute commercial bills of lading;
(3) Deliver the shipment in good order and condition to the point of
delivery specified in the contract;
(4) Be responsible for any loss of and/or damage to the goods occurring
before receipt of the shipment by the consignee at the delivery point specified
in the contract;
<PAGE>
(5) Furnish a delivery schedule and designate the mode of delivering
carrier; and
(6) Pay and bear all charges to the specified point of delivery. [End of
clause]
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
J
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
A00003
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
30 Jun 95
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY DCMDS-GAAAA CODE S1103A
-------------
DCMAO ATLANTA
805 Walker Street, Marietta, Georgia 30060-2789
Contract Administrator: Patrick Gourley
DSN 697-6014 Comm. (404)590-6014
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE
-------------
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
Firearms Training Systems Inc.
7340 McGinnis Ferry Road
Suwanee, GA 30174
- --------------------------------------------------------------------------------
CODE 76478 FACILITY CODE
- --------------------------------------------------------------------------------
[X]9A. AMENDMENT OF SOLICITATION NO.
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
04 Aug 94
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the followng methods:
(A) By completeing items 8 and 15, and returning copies of the amendment; (b)
---
By acknowledging receipt of this amendment on each copy of the offer submitted;
or (c) By separate letter or telegram which a reference to the solicitation and
amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE
DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY
RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to
change an offer already submitted, such change may be made by telegram or
letter, provided each telegram or letter makes reference to the solicitation and
this amendment, and is received prior to the opening hour and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
AD 1741109 6445 031 00701 0 000027 2D 000000 644530046092
NET DECREASE $1,332.00
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
[x] A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority)
THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
FAR 52.243-1, Changes-Fixed Price
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document and
return 1 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
The purpose of this modification is to definitize modification P00003 at a
firm fixed price of $94,000. The contractor is authorized to submit an
invoice aginst this modificaiton and shall be paid the $94,000 as a lump sum
amount.
The contractor hereby releases the Government from any and all further
claims which may result as a conseqquence of the changes effected by
modification P00003.
As a result of this definitization of the total contract price is increased
by $94,000 from $27,901,692.00 to $27,995,692.00.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry,
Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Bob Terry
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
06Jul95
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
/s/ Patrick Gourley
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
PATRICK GOURLEY.
Administrative Contracting Officer
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
06 Jul 95
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
FAR(48CFR) 53.243
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
J
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
A00002
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY DCMDS-GAAAAII CODE S1103A
-------------
DCMAO Atlanta
805 Walker Street, Marietta, Georgia 30060-2789
Contract Administrator: Patrick Gourley
DSN 697-6014 Comm. (404)590-6014
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE
-------------
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
Firearms Training Systems Inc.
7340 McGinnis Ferry Road
Suwanee, GA 30174
- --------------------------------------------------------------------------------
CODE 76478 FACILITY CODE
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER NO.
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
04 Aug 94
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the followng methods:
(a) By completeing items 8 and 15, and returning copies of the amendment; (b)
---
By acknowledging receipt of this amendment on each copy of the offer submitted;
or (c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of
this amendment you desire to change an offer already submitted, such change may
be made by telegram or letter, provided each telegram or letter makes reference
to the solicitation and this amendment, and is received prior to the opening
hour and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
NO CHANGE
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority)
THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document and
return copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
The purpose of this administrative modification is to specifically identify
the provisional billing authorizaiton as initially identified on
modificaiton P00004 for CLIN 0125AC. This CLIN is for the implementation of
ECP 76478-005/94 and is funded at the ceiling amount of $262,014. Prior to
definization, the contractor is authorized to bill the Government under CLIN
012AC the amount of $32,752 in conjunction with the acceptance of each unit
under CLIN 0125AB. Billing for CLIN 0125AC is authorized as follows:
CLIN QTY UNIT UNIT PRICE AMOUNT
0125AC 6 EA $ 32,752.00 $196,512
There is no change in contract price as a result of this modification.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
-----------------------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
PATRICK GOURLEY
Administrative Contracting Officer
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ Patrick Gourley
------------------------
(Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
16 Jun 95
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105
PREVIOUS EDITION UNUSABLE Prescribed by GSA
FAR(48CFR) 53.243
<PAGE>
M67854-94-C-2014 page 2 of 2
A00001
The contract delivery schedule is hereby revised as follows:
The quantities identified below were required to be delivered by 16 May 95. The
contract delivery schedule is revised to require delivery by 07 Jun 95.
<TABLE>
<CAPTION>
CLIN QTY DESCRIPTION
---- ----- -----------
<S> <C> <C>
0006 12 EA M-240G
0007 6 EA SMAW
0010 6 EA M-2
0109AA 3 EA MK-19
0110AA 1 EA M-2
</TABLE>
The point of inspection and acceptance remains unchanged and shall be
accomplished at Origin (contractor's facility) by the DCMAO Atlanta QAR.
There is no change in contract price as a result of this modification.
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00023
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See block 16C
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 3LC, MARCORSYSCOM
BARNETT AVE SUITE 315
QUANTICO VA 22134-5010
BUYER: LISA WERBICKAS 703-784-5822 EXT. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
DCMAO ATLANTA -------------
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA GA, 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE GA 30174-2806
TIN: 57-0777-018 DUNS#: 12-094-4665
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
9A. AMENDMENT OF SOLICITATION NO.
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the followng methods: (a)
By completeing items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
See paragraph 13 on page 5 of this modification.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
AND MUTUAL AGREEMENT OF THE PARTIES AND SECTION C-3 EXERCISE OF
OPTIONS
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE ATTACHED.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Bob Terry
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
25 OCT. 1995
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
GLENN O. CRUZE, UNITED STATES MARINE CORPS.
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ Glenn O. Cruze
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
OCT 26 1995
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00015
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See Block 16C
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 3LW, MARCORSYSCOM
2033 BARNETT AVE, SUITE 315
QUANTICO, VIRGINIA 22134-5010
BUYER: LISA WERBICKAS 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA, GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE, GA 30174-2806
TIN#: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning copies of the amendment;
----
(b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
SEE SECTION 12 ON PAGE 10 OF THIS MODIFICATION
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES
THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
MUTUAL AGREEMENT OF THE PARTIES AND FAR 52.243-1 CHANGES -
FIXED-PRICED(APRIL 1994)
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE ATTACHED.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Bob Terry
------------------------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
28 Jun 95
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
GLENN O. CRUZE, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ GLENN O. CRUZE
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
Jun 28 1995
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
<PAGE>
M67854-94-C-2014
Modification P00015
The purpose of this modification is to: 1) incorporate ECP Number 76478-003/94
R2 (Attachment 1) at a firm-fixed price, 2) revise Section B and add CLINs 0047
and 0143 to incorporate ECP, 3) incorporate Deviation No. D0001-95 (Attachment
2) at a ceiling price, 4) revise Section B to incorporate the Deviation, 5)
incorporate DFARS clause 252.217-7027 Price Ceiling, 6) correct an
administrative error in P00001, 7) add note to Section C regarding live
ammunition, 8) revise Warranty clause and add Government Property clauses, 9)
revise the delivery schedule for CLIN 0129 and add National Guard deliveries,
10) add GFP and authorize use of 30 GF AT-4s, 11) revise Section B as a result
of adding GFP, and 12) provide funds.
1. In order to change the specifications pursuant to FAR clause 52.243.1
Changes - Fixed Price (AUG 87) and incorporate ECP Number 76478-003/94 R2
provided as Attachment 1, the above numbered contract is hereby modified as
follows:
a. Description of Change
---------------------
Provide trunk line adapters to the ISMT. See block 19 of Attachment 1.
The length of the air and computer tether lines shall remain unchanged.
The quantity of CO\\2\\ bottles provided by the Contractor remains
unchanged.
b. Production Effectivity
----------------------
The changes in paragraph 1.a. shall be incorporated into all units.
c. Effect on Delivery Schedule
---------------------------
Delivery of the first 6 shall be concurrent with the 16 August 1995 delivery
of 6 ISMTs to MCRD San Diego (Camp Pendleton). The following 39 shall be
delivered 16 September 1995 to support the September delivery and all
previously fielded ISMTs. Subsequent deliveries shall be delivered
concurrently with the corresponding ISMT.
d. Equitable Contract Price Adjustment
-----------------------------------
The equitable adjustment in the prices of contract M67854-94-C-2014 resulting
from the changes in 1.a. above shall encompass a quantity of 158 units at a
firm-fixed unit price increase of $815.00 each for the ISMTs currently
ordered on contract. The equitable adjustment for remaining options shall be
at firm-fixed step-ladder prices as shown in paragraph 2.d. below.
<PAGE>
e. Funds Obligated
---------------
The total firm-fixed amount for the change in 1.a. is $128,770.00 to be
applied to the ISMTs ordered to date: CLIN 0001, quantity 52; CLIN 0100,
quantity 80; and CLIN 2000, quantity 26. $124,300.00 is obligated for these
changes and $4,470.00 is realigned (see paragraph 12) for the total amount of
$128,770.00. See paragraph 12 of this modification for accounting and
appropriation data. The total contract price is increased by $128,770.00 for
this change.
2. In order to make provisions for ECT 76478-003/94 R2 to be incorporated into
all units, the unit prices for CLINs 0001, 0100, and 0200 for the units ordered
to date shall be increased by $815.00 each as shown below and remaining Option
CLINs 0200, 0300, and 0400 are revised to read as follows:
a) The unit price of the 52 units under CLIN 0001 is increased from
$37,235.00 by $815.00 to a new unit price of $38,050.00. As a result of this
change, funds are increased by $42,380.00. The prices in Section B (as last
shown in the Basic contract) are revised to read as follows:
NEW NEW
UNIT
TOTAL
CLIN ACRN SUPPLIES/SERVICES QTY/UN PRICE
- ---- ---- ----------------- ------ -----
AMOUNT
------
0001AA AA, AD ISMT BASE UNIT 52 EA
$38,050.00 $1 1,978,600.00
ACRN AA: $1,936,220 (obligated in Basic)
ACRN AA: $4,470 (transferred from 0008 this mod)
ACRN AD: $37,910 (obligated this mod)
b) The unit price of the 12 units under SLIN 0100AA is increased from
$35,621.00 by $815.00 to a new unit price of $36,436.00. The unit price of the
54 units under SLINs 0100AB and 0100AC is increased from $35,443.00 by $815.00
to a new unit price of $36,258.00. The unit price of the 14 units under SLINs
0100AD, 0100AE, and 0100AF is increased from $35,621.00 by $815.00 to a new unit
price of $36,436.00. As a result of this change, funds are increased by
$65,200.00. The prices in Section B are revised to read as follows:
NEW NEW
UNIT TOTAL
CLIN ACRN SUPPLIES/SERVICES QTY/UN PRICE
- ---- ---- ----------------- ------ -----
AMOUNT
------
<PAGE>
0001AA AA, AD ISMT BASE UNIT 12 EA
$36,436.00 $ 437,232.00
AA: $427,452 (obligated in Basic)
AD: $9,780 (obligated this mod)
0100AB AD ISMT BASE UNIT 41 EA
$36,258.00 $1,486,578.00
AD: $1,453,163 (obligated in P000001)
AD: $33,415 (obligated this mod)
0100AC AC, AG ISMT BASE UNIT 13 EA
$36,258.00 $ 471,354.00
AC: $460,759 (obligated in P000001)
AG: $10,595 (obligated this mod)
0101AD AD ISMT BASE UNIT 4 EA
$36,436.00 $ 145,744.00
AD: $142,484 (obligated in P00013)
AD: $3,260 (obligated this mod)
0100AE AF ISMT BASE UNIT 6 EA
$36,436.00 $ 218,616.00
AF: $213,726 (obligated in p00013)
AF: $4,890 (obligated this mod)
0100AF AG ISMT BASE UNIT 4 EA
$36,436.00 $ 145,744.00
AG: $142,484 (obligated in P00013)
AG: $3,260 (obligated this mod)
M67854-94-C-2014
Modification P00015
c) The unit price of the 26 options exercised to date under CLIN 0200 is
increased from $37,551.00 by $815.00 to a new unit price of $38,266.00. As a
result of this change, funds are increased by $21,190.00. The prices in Section
B, as last shown in Modification P00013, are revised to read as shown below.
Although the unit prices have changed, the agreement of paragraph 2 in
Modification P00013 still applies and remains unchanged.
<TABLE>
<CAPTION>
NEW NEW
UNIT TOTAL
CLIN ACRN SUPPLIES/SERVICES QTY/UN PRICE AMOUNT
- -------- ---- --------------------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C>
0200AA AD ISMT BASE UNIT 3 EA $38,366.00 $115,098.00
AD: $112,653 (obligated in P00013)
AD: $2,445 (obligated this mod)
</TABLE>
<PAGE>
0200AB AF ISMT BASE UNIT 3 EA $38,366.00
$115,098.00
AF: $112,653 (obligated in P00013)
AF: $2,445 (obligated this mod)
0200AC AG ISMT BASE UNIT 20 EA
$38,366.00 $767,320.00
AG: $751,020 (obligated in P000013)
AG: $16,300 (obligated this mod)
d) The Step-ladder prices of the remaining Options CLINs 0200, 0300,
and 0400 are revised as shown below. Although the step-ladder unit prices have
changed, the agreement of paragraph 2 in Modification P00013 still applies and
remains unchanged.
<TABLE>
<CAPTION>
OPTION Previous
New Step-
CLIN Supplies/Services Qty Step-ladder Price
Increase by: Ladder Price 0200 ISMT Base Unit
----------------- ----------------- -----------------
<S> <C> <C>
1-25 $37,645.00 $ 815.00 $ 38,460.00
26-50 $37,551.00 $ 813.00 $ 38,364.00
51-95 $37,454.00 $ 811.00 $38,268.0011
<CAPTION>
OPTION Previous Step- New Step-ladder
CLIN Supplies/Services Qty ladder Price Increased by: Price:
- ---- ----------------- --- ----------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
0300 ISMT Base Unit 1-25 $39,899.00 $846.00 $40,745.00
26-50 $39,799.00 $844.00 $40,643.00
51-95 $39,700.00 $842.00 $40,542.00
0400 ISMT Base Unit 1-25 $41,779.00 $877.00 $42,656.00
26-50 $41,675.00 $875.00 $42,550.00
51-95 $41,570.00 $873.00 $42,443.00
</TABLE>
<PAGE>
M67854-94-C-2014
Modification P00015
3. In order to change the specifications pursuant to FAR clause 52.243.1 Changes
- - Fixed Price (AUG 87) and incorporate Deviation Number D0001-95 provided as
Attachment 2, the above numbered contract is hereby modified as follows:
a. Description of Changes
----------------------
Modify 17 ISTs to be adaptable to 3 ISMTs each. See Block 19 of
Attachment 2.
b. Production Effectivity
----------------------
The changes in paragraph 3.a. shall be incorporated into 17 units of
CLIN 0125 only, Serial number 007 through 023.
c. Effect on Delivery Schedule
---------------------------
The Contractor agrees to deliver a quantity of 6 units under CLIN
0125AE with 0125AF (see paragraph 4 below) by 30 June 1995, a quantity
of 7 units by 31 July 1995, and a quantity of 4 units by 31 August
1995.
d. Equitable Contract Price Adjustment
-----------------------------------
The equitable adjustment in the price of contract M67854-94-C-2014
resulting from the changes in 3.a. above shall be negotiated pursuant
to the procedures of the "Changes" clause by the Contractor and the
Administrative Contracting Officer (ACO). The equitable adjustment
negotiated shall encompass 17 units at a unit price not-to-exceed
(NTE) $39,557.
-------
e. Funds Obligated
---------------
The total not-to-exceed amount of $672,469 is obligated for the
deviation in 3.a to be applied to 17 ISTs, Serial Numbers 007 through
023, ordered under CLIN 0125. See paragraph 11 of this modification
for accounting and appropriation data. The contractor may not bill for
this change until the prices are negotiated and definitized by
<PAGE>
M67854-94-C-2014
Modification P00015
modification to this contract. There is no change in contract price as
a result of this change.
4. In order to make provisions for Deviation D0001-95 to be incorporated into
the 17 consecutive units for the Army National Guard, Section B "SUPPLIES AND/OR
SERVICES AND PRICES," is hereby revised as follows:
a) In Modification P00013, Attachment "A," SLIN "0125AB" is hereby
corrected to read: "0125AD"
b) SLIN 0125AA is reduced from 36 units by 17 units to 19 units.
SLIN 0125AB - no change (see Mod. P00004)
SLIN 0125AC - no change (see Mod. P00004)
SLIN 0125AD - no change (see Mod. P00013;
para. 2 of P00013 applies)
SLIN 0125AE is created with 17 units
SLIN 0125AF is created for Deviation D0001-95
applied to 17 units.
<TABLE>
<CAPTION>
CLIN UNIT TOTAL
0125 ACRN SUPPLIES/SERVICES QTY/UN PRICE AMOUNT
- -------- ---- -------------------------- ------ ------- ----------
<S> <C> <C> <C> <C> <C>
0125AA AB IST BASE UNIT 19 EA $67,329 $1,279,251
(does not include weapons)
0125AE AB IST BASE UNIT 17 EA $67,329 $1,144,593
(does not include weapons)
0125AF AH Deviation D0001-95 for 17 EA XXX XXX
the units contained in
SLIN 0125AD only
(See paragraph 3.d. of
the modification for the
ceiling price.)
</TABLE>
5. Under Section I, "CONTRACT CLAUSES FOR A FIXED PRICE SUPPLY CONTRACT," Part
II, "DOD FEDERAL ACQUISITION REGULATION SUPPLEMENT (48 CFR CHAPTER 1) CLAUSES,"
the following clause is hereby incorporated in the contract.
252.217-7027 PRICE CEILING (DEC 1991)
The definitive modification resulting from this undefinitized action shall not
exceed $672,469.
--------
(End of clause)
M67854-94-C-2014
Modification P00015
6. In Modification P00001, page 4, the two SLINs listed under "0118 FORWARD
----
OBSERVER" in Section B are hereby revised from "0119AC" and "0119AD" to "0118AC"
and "0118ACD" respectively to correct an administrative error.
7. The following note is hereby added to Section C-1:
NOTE: CLIN 0004, and Option CLINs 0104, 0204, 0304, 0404, if and to the extent
exercised, for the 12 Gauge Shotgun, contain live ammunition. The Contractor is
required to specify the net explosive weight on all requests for GBL and is
required to submit a Material Safety Data Sheet in accordance with FAR clause
52.223-3 Hazardous Material Identification and Material Safety Data (NOV 1991).
8. Revisions to Section I are as follows:
a) The following clauses are hereby added to Section I:
52.245-2 GOVERNMENT PROPERTY (FIXED PRICE CONTRACTS) DEC 1989
52.245-19 GOVERNMENT PROPERTY FURNISHED "AS IS" APR 1984
b) In Section I, FAR clause 52.246-18 Warranty of Supplies of a Complex
Nature, Alt. 1 (APR 84) is deleted in its entirety and replaced with the
following:
52.246-18 WARRANTY OF SUPPLIES OF A COMPLEX NATURE* APR 84
ALT. 1 APR 84
* Fill in as follows: Para (c) (3) (first fill-in)
45 days after the discovery of defect
-------------------------------------
Para (c) (3) (second fill-in) 30 days
-------
Para (c) (3) (third fill-in) 45 days
-------
<PAGE>
Para (c) (4) (first fill-in) 30 days
-------
Para (c) (4) (second fill-in) 30 days
-------
9. The following are hereby added to Section F-3, FAR 52.212-1 TIME OF DELIVERY
-----------------------------
(APR 1984):
- ----------
a) CLIN 0129, Deployment Cases The parties agree that the first delivery
---------------------------
under SLIN 0129AA, Deployment Cases, quantity 2 (previously due under USMC
Delivery #2, 16 April 1995), shall be due for inspection and acceptance on 31
July 1995 for subsequent delivery to the same location at Camp Lejeune.
Subsequent deliveries under CLIN 0129 shall be at a rate of six (6) deployment
cases per month commencing on 16 August 1995.
M67854-94-C-2014
Modification P00015
b) ANG Delivery, FOB Origin, by 30 June 1995
-----------------------------------------
<PAGE>
6. In Modification P00001, page 4, the two SLINs listed under "0118 FORWARD
----
OBSERVER" in Section B are hereby revised from "0119AC" and "0119AD" to "0118AC"
and "0118ACD" respectively to correct an administrative error.
7. The following note is hereby added to Section C-1:
NOTE: CLIN 0004, and Option CLINs 0104, 0204, 0304, 0404, if and to the extent
exercised, for the 12 Gauge Shotgun, contain live ammunition. The Contractor is
required to specify the net explosive weight on all requests for GBL and is
required to submit a Material Safety Data Sheet in accordance with FAR clause
52.223-3 Hazardous Material Identification and Material Safety Data (NOV 1991).
8. Revisions to Section I are as follows:
a) The following clauses are hereby added to Section I:
52.245-2 GOVERNMENT PROPERTY (FIXED PRICE CONTRACTS) DEC 1989
52.245-19 GOVERNMENT PROPERTY FURNISHED "AS IS" APR 1984
b) In Section I, FAR clause 52.246-18 Warranty of Supplies of a Complex
Nature, Alt. 1 (APR 84) is deleted in its entirety and replaced with the
following:
52.246-18 WARRANTY OF SUPPLIES OF A COMPLEX NATURE* APR 84
ALT. 1 APR 84
* Fill in as follows: Para (c)(3) (first fill-in)
45 days after discovery of defect
---------------------------------
Para (c)(3) (second fill-in) 30 days
-------
Para (c)(3) (third fill-in) 45 days
-------
Para (c)(4) (first fill-in) 30 days
-------
Para (c)(4) (second fill-in) 30 days
-------
9. The following are hereby added to Section F-3, FAR 52.212-1 TIME OF DELIVERY
-----------------------------
(APR 1984):
- ----------
a) CLIN 0129, Deployment Cases The parties agree that the first delivery
---------------------------
under SLIN 0129AA, Deployment Cases, quantity 2 (previously due under USMC
Delivery #2, 16 April 1995), shall be due for inspection and acceptance on 31
July 1995 for subsequent delivery to the same location at Camp Lejeune.
Subsequent deliveries under CLIN 0129 shall be at a rate of six (6) deployment
cases per month commencing on 16 August 1995.
M67854-94-C-2014
Modification P00015
b) ANG Delivery, FOB Origin, by 30 June 1995
---------------------------------------------------------
<PAGE>
NOTE: The destinations for CLIN 0125 below apply to Serial
Numbers 007 through 012.
<TABLE>
<CAPTION>
CLIN Description Qty Location Delivered by:
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
0125AE IST Base Unit 3 Headquarters, 1/163rd 30 June 95
Infantry
0125AF Dev. D00001-95 3 ATTN: MAJ Harrington
0102AB M-16A2 24 240 West Mendenhall
0103AB M-9 6 Bozeman MT 59771
0105AB SAW 6 UIC: WYLJAA
0111AB M203 6 Phone: (406) 994-3102
0017AB Shootback Capability 3
0118AC Forward Observer 3
0119AC Night Vision 9
0120AB Manuals 3
0125AE IST Base Unit 1 ALARNG Training Site 30 June 95
0125AF Dev. D00001-95 1 ATTN: SSG Maze
0102AB M-16A2 8 Bldg 1333, 3rd Ave.
0103AB M-9 2 Ft. McClellan AL 36205
0105AB SAW 2 UIC: W8ASAZ
0111AB M203 2 Phone: (205) 848-4477
0017AB Shootback Capability 1 FAX: (205) 848-7305
0118AC Forward Observer 1
0119AC Night Vision 3
0120AB Manuals 1
0125AE IST Base Unit 1 Training Support Center 30 June 95
0125AF Dev. D00001-95 1 ATTN: Mr. Jim Shierling
0102AB M-16A2 8 Bldg 107
0103AB M-9 2 Ft. Benning GA 31905-5593
0105AB SAW 2 UIC: W2L5AA
0111AB M203 2 Phone: DSN 835-2132
0017AB Shootback Capability 1
0118AC Forward Observer 1
0119AC Night Vision 3
0120AB Manuals 1
0125AE IST Base Unit 1 Military Department of 30 June 95
Arkansas
0125AF Dev. D00001-95 1 ATTN: TSM-OPS, MAJ Hunt
0102AB M-16A2 8 Bldg 12004
0103AB M-9 2 Camp Robinson
0105AB SAW 2 Little Rock, AR
0111AB M203 2 UIC: W7VJAA
0017AB Shootback Capability 1 Phone: (501) 791-5230
0118AC Forward Observer 1
0119AC Night Vision 3
0120AB Manuals 1
</TABLE>
<PAGE>
M67854-94-C-2014
Modification P00015
10. The following is added to Section H as follows:
H-19 GOVERNMENT FURNISHED PROPERTY In accordance with FAR clause 52.245-2,
- ----------------------------------
Government Property, (Dec 1989) and FAR clause 52.245-19 Government Property
Furnished "As Is," (Apr 1984), the following GOVERNMENT FURNISHED MATERIAL (GFM)
is authorized for use in the first 30 delivered AT-4s under CLIN 0008AA:
Description Qty
----------- ---
"As Is" Expended AT-4 Tube 30
In accordance with FAR clause 52.245-2, Government Property, (Dec 1989), the
following GOVERNMENT FURNISHED EQUIPMENT (GFE) is authorized for use on the
subject contract.
Serial # Description Qty
-------- ----------- ---
526-030 **SMAW, Condition Code F 1
MK-153 SMAW with collateral
to include optic scope
** SMAW shall be returned to the Government within 30 days after the last
scheduled SMAW delivery under Contract M67854-94-C-2014.
Only the property listed above in the quantity shown will be furnished by the
Government. All other property required in the performance of this contract
shall be furnished by the Contractor.
11. CLIN 0008 is hereby deleted and replaced with sub-contract line item
numbers (SLINs) 0008AA and 0008AB. The unit price of SLIN 0008AA is decreased
from $2,502 by $158 to a new unit price of $2,344 as shown below. The amount of
CLIN 0008 is decreased from $80,064 by $4,470 to a new amount of $75,324.
<TABLE>
<CAPTION>
DELETE:
CLIN ACRN SUPPLIES/SERVICES QTY UNIT UNIT PRICE AMOUNT
- --------------- ---- ----------------- --- ---- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
0008 AA AT-4 32 EA $2,502 $80,064
REPLACE WITH:
CLIN ACRN SUPPLIES/SERVICES QTY UNIT UNIT PRICE AMOUNT
- --------------- ---- ----------------- --- ---- ---------- -------
0008 AA AT-4 30 EA $2,344 $70,320
0008 AA AT-4 2 EA $2,502 $ 5,004
</TABLE>
M67854-94-C-2014
Modification P00018
12. The following is hereby added to Section G-3 ACCOUNTING AND APPROPRIATION
DATA:
For changes in paragraph 2 above:
- --------------------------------
AD 1741109 6445 031 00701 0 000027 2D 000000 644530046092
increase $86,810.00
Doc. No. M9545094RC46092 (USMC)
Note: As a result of Modification P00015, funds in the amount of
$4,470.00.00 of ACRN "AA", Document Number M9545094RC36135, previously
obligated for CLIN 0008, are hereby transferred to SLIN 0001AA. There is
no change in the total amount obligated under ACRN "AA."
AF 2152035 56S 6S01 P53702062 3110 S18001 8548550205 850000 352
increase $7,335.00
MIPR No. 95MP441, Am. 01 (STRICOM)
AG 9740350 1005 031 00701 0 000027 2D 000000 10050004R009
increase $30,155.00
Doc. No. M9545095RC4R009 (USMCR)
For changes in paragraph 3 above:
- --------------------------------
AH 9730350 1801 18-1050 P2390.0000 31EA (APC EL59) S44205
$672,469.00
MIPR No. W74VAE-3-59-0002 (ARPA)
Funds obligated on contract are as follows:
ACRN Funds Amount Current
previously increased by obligated
obligated on this amount on
contract: Modification: contract:
- --------------- --------------- --------------- -----------
AA $11,300,747.00 $0 $11,300,747
AB $ 5,046,129 $0 $ 5,046,129
AC $ 1,053,650 $0 $ 1,053,650
AD $ 5,488,792 $ 86,810 $ 5,575,602
AE $ 262,014 $0 $ 262,014
AF $ 618,462 $ 7,335 $ 625,797
AG $ 4,414,944 $ 30,155 $ 4,445,099
AH $0 $672,469 $ 672,469
=============== =============== =============== ===========
TOTAL AMOUNT: $28,184,738 $796,769 $28,981,507
M67854-94-C-2014
Modification P00018
<PAGE>
M67854-94-C-2014
Modification P00018
12. The following is hereby added to Section G-3 ACCOUNTING AND
APPROPRIATION DATA:
For changes in paragraph 2 above:
- ---------------------------------
AD 1741109 6445 031 00701 0 000027 2D 000000 644530046092 increase $86,810.00
Doc. No. M9545094RC46092 (USMC)
Note: As a result of Modification P00015, funds in the amount of
$4,470.00 of ACRN "AA", Document Number M9545094RC36135, previously
obligated for CLIN 0008, are hereby transferred to SLIN 0001AA. There is
no change in the total amount obligated under ACRN "AA."
AF 2152035 56S 6S01 P53702062 3110 S18001 8548550205 850000 352
increase $7,335.00
MIPR No. 95MP441, Am. 01 (STRICOM)
AG 9740350 1005 031 00701 0 000027 2D 000000 10050004R009
increase $30,155.00
Doc. No. M9545095RC4R009 (USMCR)
For changes in paragraph 3 above:
- ---------------------------------
AH 9730350 1801 18-1050 P2390.0000 31EA (APC EL59) S44205
$672,469.00
MIPR No. W74VAE-3-59-0002 (ARPA)
<TABLE>
<CAPTION>
Funds obligated on contract are as follows:
ACRN FUNDS AMOUNT CURRENT
PREVIOUSLY INCREASED BY OBLIGATED
OBLIGATED ON THIS AMOUNT ON
CONTRACT: MODIFICATION: CONTRACT:
- ------------------------------------------------------------
<S> <C> <C> <C>
AA $11,300,747.00 $ 0 $11,300,747
- ------------------------------------------------------------
AB $ 5,046,129 $ 0 $ 5,046,129
- ------------------------------------------------------------
AC $ 1,053,650 $ 0 $ 1,053,650
- ------------------------------------------------------------
AD $ 5,488,792 $ 86,810 $ 5,575,602
- ------------------------------------------------------------
AE $ 262,014 $ 0 $ 262,014
- ------------------------------------------------------------
AF $ 618,462 $ 7,335 $ 625,797
- ------------------------------------------------------------
AG $ 4,414,944 $ 30,155 $ 4,445,099
- ------------------------------------------------------------
AH $ 0 $672,469 $ 672,469
- ------------------------------------------------------------
TOTAL AMOUNT: $ 28,184,738 $796,769 $28,981,507
- ------------------------------------------------------------
</TABLE>
M67854-94-C-2014
MODIFICATION P00018
<PAGE>
13. AS A RESULT OF THIS MODIFICATION - THE INCREASE OF $128,770.00 IN
PARAGRAPH 1 AND THE DECREASE OF $4,470 IN PARAGRAPH 9 - THE TOTAL CONTRACT PRICE
IS HEREBY INCREASED FROM $27,777,392.00 BY $124,300.00 TO A NEW TOTAL CONTRACT
PRICE OF $27,901,692.00.
14. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
ENGINEERING CHANGE PROPOSAL (ECP), PAGE 1
Public reporting burden for this collection of information is estimated to
average 2 hours per response, including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed, and
completing and reviewing the collection of information. Send comments regarding
the burden estimate or any other aspect of this collection of information,
including suggestions for reducing this burden, to Department of Defense,
Washington Headquarters Services, Directorate for Information Operations and
Reports, 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA 22202-4302, and
to the Office of Management and Budget, Paperwork Reduction Project (0704-0188),
Washington, DC 20503.
PLEASE DO NOT RETURN YOUR COMPLETED FORM TO EITHER OF THESE ADDRESSES. RETURN
------
COMPLETED FORM TO THE GOVERNMENT ISSUING CONTRACTING OFFICER FOR THE
CONTRACT/PROCURING ACTIVITY NUMBER LISTED IN ITEM 2 OF THIS FORM.
- --------------------------------------------------------------------------------
1. DATE (YYMMDD) Form Approved
95/02/14 OMB No. 0704-0188
- --------------------------------------------------------------------------------
2. PROCURING ACTIVITY NO.
M67854
- --------------------------------------------------------------------------------
3. DODAAC
- --------------------------------------------------------------------------------
4. ORIGINATOR
a. TYPED NAME (First, Middle Initial, Last)
Firearms Training Systems
b. ADDRESS (Street, City, State, Zip Code)
7340 McGinnis Ferry Road
Suwanee, GA 30174
- --------------------------------------------------------------------------------
5. CLASS OF ECP
- --------------------------------------------------------------------------------
6. JUST CODE.
0
- --------------------------------------------------------------------------------
7. PRIORITY
R
- --------------------------------------------------------------------------------
8. ECP DESIGNATION
a. MODEL/TYPE b. CAGE CODE c. SYSTEM DESIGNATION
76478 Trunk Line Adapters
d. ECP NO. e. TYPE f. REV
76478-003/94 R2
- --------------------------------------------------------------------------------
9. BASELINE AFFECTED
[_] FUNCTIONAL [X] PRODUCT
[_] ALLOCATED
- --------------------------------------------------------------------------------
10. OTHER SYS./CONFIG. ITEMS AFFECTED
[_] YES [_] NO
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
11. SPECIFICATIONS AFFECTED 12. DRAWINGS AFFECTED
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
CAGE Code Specification/Document No. Rev. SCN CAGE Code Number Rev. NOR
<S> <C> <C> <C> <C> <C> <C> <C> <C>
a. SYSTEM PD-94-003
- ------------------------------------------------------------------------------------------------------------------------
b. DEVELOPMENT
- ------------------------------------------------------------------------------------------------------------------------
c. PRODUCT
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
13. TITLE OF CHANGE Addition of trunk line adapters to the ISMT
- --------------------------------------------------------------------------------
14. CONTRACT NO. AND LINE ITEM
M67854-94-C-2014 0001,0100,0200,0300,0400
- --------------------------------------------------------------------------------
15. PROCURING CONTRACTING OFFICER
a. NAME (First, Middle Initial, Last) Glen O. Cruze
b. CODE CTQ
c. TELEPHONE NO. 703-640-5822 x226
- --------------------------------------------------------------------------------
16. CONFIGURATION ITEM NOMENCLATURE
Indoor Simulated Markmanship Trainer (ISMT)
- --------------------------------------------------------------------------------
17. IN PRODUCTION
[X] YES [_] NO
- --------------------------------------------------------------------------------
18. ALL LOWER LEVEL ITEMS AFFECTED
a. NOMENCLATURE N/A b. PART NO. c. NSN
- --------------------------------------------------------------------------------
19. DESCRIPTION OF CHANGE
Provide trunk line adapters to the ISMT. See attached data.
- --------------------------------------------------------------------------------
20. NEED FOR CHANGE
Ease of hook/unhooking different simulators. Less classroom clutter with
umbilicals running to trunk lines.
- --------------------------------------------------------------------------------
21. PRODUCTION EFFECTIVITY BY SERIAL NUMBER
N/A
- --------------------------------------------------------------------------------
22. EFFECT ON PRODUCTION DELIVERY SCHEDULE
None
- --------------------------------------------------------------------------------
23 RETROFIT
a. RECOMMENDED ITEM EFFECTIVITY
ISMT 001 through 118
b. SHIP/VEHICLE CLASS AFFECTED
c. ESTIMATED KIT DELIVERY SCHEDULE
d. LOCATIONS OR SHIP/VEHICLE NUMBERS AFFECTED
- --------------------------------------------------------------------------------
24. ESTIMATED COSTS/SAVINGS UNDER CONTRACT
- --------------------------------------------------------------------------------
25. ESTIMATED NET TOTAL COSTS/SAVINGS
$981.00/each; NRE $7,164,000
- --------------------------------------------------------------------------------
26 SUBMITTING ACTIVITY
a. AUTHORIZED SIGNATURE
b. TITLE Bob Terry,
Director of Programs
- --------------------------------------------------------------------------------
27. APPROVAL/DISAPPROVAL
a. CLASS I
APPROVAL DISAPPROVAL
[_] RECOMMENDED [_] RECOMMENDED
b. CLASS II
[ ] APPROVED [_] DISAPPROVED
c. CLASS III [_] DO NOT CONCUR IN
[_] CONCUR IN CLASSIFICATION OF
CLASSIFI- CHANGE
CATION OF
CHANGE
d. GOVERNMENT ACTIVITY
e. SIGNATURE
f. DATE SIGNED
(YYMMDD)
g. APPROVAL
[X] APPROVED
[d] DISAPPROVED
h. GOVERNMENT ACTIVITY
MARCOR SYSCOM (SST)
i. SIGNATURE
j. DATE SIGNED
(YYMMDD)
95 03 09
- --------------------------------------------------------------------------------
(DD Form 1692, APR 92 EF-V1) (parFORM PRO) Previous editions are obsolete.
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 3
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00016
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See block 16C
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
CODE CTQ 3LW, MARCORSYSCOM
BARNETT AVENUE, SUITE 315
QUANTICO, VIRGINIA 22134-5010
BUYER: LISA WERBICKAS (703) 784-5822, ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA, GEORGIA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS, INC,
7340 MCGINNIS FERRY ROAD
SUWANEE, GEORGIA 30174-2806
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(x) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the followng methods: (a)
By completeing items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFER PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN RESULT IN REJECTION OF YOUR OFFER. If by virtue of
this amendment you desire to change an offer already submitted, such change may
be made by telegram or letter, provided each telegram or letter makes reference
to the solicitation and this amendment, and is received prior to the opening
hour and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
Not Applicable
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) The
changes set forth in Item 14 are made in the Contract/Order No. in
Item 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
MUTUAL AGREEMENT OF THE PARTIES
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document and
return copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE ATTACHED.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
\S\ Bob Terry
-------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
18 JULY 1995
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
Glenn O. Cruze, United States Marine Corps
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
\s\ Glenn O. Cruze
------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
JULY 18, 1995
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00017
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See block 16C
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 3LW, MARCORSYSCOM
BARNETT AVE SUITE 315
QUANTICO VA 22134-5010
BUYER: LISA WERBICKAS 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE GA 30174-2806
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(x) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completeing items 8 and 15, and returning copies of the amendment;
-----
(b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT RESULT IN REJECTION OF YOUR OFFER. If by virtue of
this amendment you desire to change an offer already submitted, such change may
be made by telegram or letter, provided each telegram or letter makes reference
to the solicitation and this amendment, and is received prior to the opening
hour and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
NOT APPLICABLE
<PAGE>
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.)
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- --------------------------------------------------------------------------------
D. OTHER (specify type of modifications and authority)
- --------------------------------------------------------------------------------
IMPORTANT: Contractor (x) is not, ( ) is required to sign this document and
- ----------------------------------
return copies to the issuing office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
The purpose of this modification is to revise the delivery schedule as follows:
1. In Section F-3, FAR 52.212-1 TIME OF DELIVERY (APR 1984), as shown on
----------------------------------------
page 8 of Modification P00006, USMC Delivery #6, 16 August 1995, CLINs 0011 and
0111AA are revised as shown below:
Revised to/
CLIN Description Previous Quantity New Quantity
---- ----------- ----------------- ------------
0011 M-203 6 4
01111AA M-203 1 3
2. Five of the six delivery locations for CLIN 0129AA, Deployment Cases,
due 16 August 1995 (see P00015, paragraph 9.a.) are specified as follows:
Qty Location
--- --------
2 Camp Pendelton
2 Camp Butler
1 29 Palms
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
TAMMY FAMOSO, UNITED STATES MARINE CORPS.
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
\s\ Tammy Famoso
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
8/16/95
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
<PAGE>
M67854-94-C-2014
Modification P00016
The purpose of this modification is to: 1) correct an administrative error in
Modification P00015, and 2) provide the delivery locations for the Army National
Guard deliveries on 31 July 1995 as follows:
1. On page 6, paragraph 4.b) of Modification P00015, the description of SLIN
0125AF under SUPPLIES/SERVICES is corrected to read:
-----------------
"Deviation D0001-95 for the units contained in SLIN 0125AE only."
-----------
2. The following delivery dates and designations are hereby added to Section F-
3, FAR 52.212-1 TIME OF DELIVERY (APR 1984):
-----------------------------------------
ARMY NATIONAL GUARD DELIVERY, FOB ORIGIN, 31 JULY 1995
- ------------------------------------------------------
NOTE: CLIN 0125 below applies to Serial Numbers 013 through 019.
==============================================================
CLIN Description Qty Location
==============================================================
0102AB M-16A2 24 Kansas Regional Training
Site
ATTN: MAJ Wolfe
3010 Arnold Avenue
Salina, KS 67401-8127
UIC: W8A1A2
Phone:(913) 823-7111
- --------------------------------------------------------------
0103AB M-9 6
- --------------------------------------------------------------
0105AB SAW 6
- --------------------------------------------------------------
0111AB M203 6
- --------------------------------------------------------------
0117AB Shoot-back 3
Capability
- --------------------------------------------------------------
0118AC Forward Observer 3
- --------------------------------------------------------------
0119AC Night Vision 3
- --------------------------------------------------------------
0120AB Manuals 3
- --------------------------------------------------------------
0125AE IST Base Unit 3
- --------------------------------------------------------------
0125AF Deviation D0001-95 3
==============================================================
<PAGE>
==============================================================
CLIN Description Qty Location
==============================================================
0102AB M-16AW 8 Camp Ripley Simulations
Center
0103AB M-9 2 ATTN: SFC Stromberg
Building 7-1
0105AB SAW 2 Camp Ripley
Little Falls, MN 56345
0111AB M203 2
UIC: W7Q8AA
0117AB Shoot-back 1 Phone: (612) 282-4681
Capability
0118AC Forward Observer 1
0119AC Night Vision 1
0120AB Manuals 1
0125AE IST Base Unit 1
0125AF Deviation D0001-95 1
==============================================================
0102AB M-16A2 8 Camp Blanding Training Site
ATTN: MAJ Golden
0103AB M-9 2 Building 3002, Avenue B
Rt. 1, Box 465
0105AB SAW 2 Starke, FL 32091-9703
0111AB M203 2
UIC: W7Q6AA
0117AB Shoot-back 1 Phone: (904) 533-3505
Capability
0118AC Forward Observer 1
0119AC Night Vision 1
0120AB Manuals 1
0125AE IST Base Unit 1
0125AF Deviation D0001-95 1
- --------------------------------------------------------------
0102AB M-16A2 8 Headquarters, Guam
Territorial Area Command,
0103AB M-9 2 Guam Army National Guard
0105AB SAW 2 ATTN: CPT Aetero
622 East Harmon Industrial
0111AB M203 2 Park Road
0117AB Shoot-back 1 Ft. Juan Muna, Tamuning,
capability Guam
96911-4421
0118AC Forward Observer 1 UIC: W7TTAA
Phone: (671) 647-2726
0119AC Night Vision 1
<PAGE>
==============================================================
CLIN Description Qty Location
0120AB Manuals 1
0125AE IST Base Unit 1
0125AF Deviation D0001-95 1
- --------------------------------------------------------------
0102AB M-16A2 8 1/121 Infantry
ATTN: 1LT White
0103AB M-9 2 Maynard and Lee Street
Winder, GA 30680
0105AB SAW 2
DODAAC: WPDAAA
0111AB M203 2 Phone: (404) 867-8336
0117AB Shoot-back 1
Capability
0118AC Forward Observer 1
0120AB Manuals 1
0125AE IST Base Unit 1
0125AF Deviation D0001-95 1
==============================================================
3. There is no change in price as a result of this modification.
4. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00018
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See block 16C
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ITN Code CTQ 3LW, MARCORSYSCOM
[OBSCURED]ETT AVE SUITE 315
[OBSCURED]22134-5010
[OBSCURED] WERBICKAS 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN: DCMDS-GAACA
805 WALKER STREET
MARIETTA GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS, INC. (404)813-0180
7340 MCGINNIS FERRY ROAD FAX (404)813-0741
SUWANEE, GEORGIA 30174
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
10A. MODIFICATION OF CONTRACT/ORDER
X M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 August 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the followng methods: (a)
By completeing items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFER PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN RESULT IN REJECTION OF YOUR OFFER. If by virtue of
this amendment you desire to change an offer already submitted, such change may
be made by telegram or letter, provided each telegram or letter makes reference
to the solicitation and this amendment, and is received prior to the opening
hour and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
SEE PARAGRAPH 8 STARTING ON PAGE 8 OF THIS MODIFICATION
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
SECTION H-17 ORDERING-PROVISIONED ITEMS, FAR 52.245-1 CHANGES-FIXED
PRICE (APRIL 1984), & MUTUAL AGREEMENT OF BOTH PARTIES.
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE ATTACHED.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
BOB TERRY, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/S/ Bob Terry
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
31 AUGUST 1995
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
GLENN O. CRUZE, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/S/ Glenn O. Cruze
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
AUGUST 31, 1995
- --------------------------------------------------------------------------------
NSN 7540-01-152-9070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
<PAGE>
M67854-94-C-2014
Modification P00018
The purpose of this modification is to: 1) order Initial Spares under CLIN 0017
in accordance with H-17 (Attachments "A" and "B"), 2) specify warranty for CLIN
0017 in Section C, 3) specify delivery of the initial spares, 4) provide a
delivery schedule (Attachment "C"), 5) add GFP AT-4 tubes (Attachment "D"), 6)
authorize 2 exceptions to the FAR clause 52.210-5 NEW MATERIAL in exchange for
consideration, 7) incorporate Deviation No. D0003-95 (Attachment "E") at a
ceiling price, 8) provide funds, and 9) provide a summary of obligated funds on
contract.
1. In accordance with clause H-17, ORDERING - PROVISIONED ITEMS of the above
----------------------------------
numbered contract, the contractor shall furnish Initial Spares under CLIN 0017
for the price shown below and in the quantities shown in Attachments "A" and "B"
to this modification.
Sub-CLINs 0017AA and 0017AB are hereby created as follows:
CLIN SUPPLIES/SERVICES QTY/UNIT UNIT PRICE AMOUNT
- -------- ----------------- -------- ----------- -----------
0017AA INITIAL SPARES 1 LOT $994,824.00 $994,824.00
USMC
See Attachment
"A"
F.O.B. ORIGIN
ACRN: AJ
0017AB INITIAL SPARES 1 LOT $122,240.00 $ 12,240.00
NGB
See Attachment
"B"
F.O.B. ORIGIN
ACRN: AK, AL
2. The following is hereby added to Section C-5: For CLIN 0017, Initial Spares,
-----------
the Contractor shall provide a warranty in accordance with FAR clause 52.246-18,
WARRANTY OF SUPPLIES OF A COMPLEX NATURE, Alternate 1, (April 1984), and in
addition, shall also provide the warranty transferred from the original
equipment manufacturers, and shall also provide an additional 90 day warranty on
FATS manufactured components commencing on the date the item is issued as a
replacement at the end user's military facility.
<PAGE>
3. The following is hereby added to Section F-3, FAR 52.212-1 TIME OF DELIVERY
-----------------------------
(APR 1984):
- ----------
CLIN SUPPLIES/SERVICES Qty/Unit Delivery date:
- -------- ----------------- -------- --------------
0017AA Initial Spares, 1 LOT 1 DEC 1995
USMC
F.o.b. Origin
0017AB Initial Spares, 1 LOT 1 DEC 1995
NGB
F.o.b. Origin
M67854-94-C-2014
Modification P00018
NOTE: SLINs 0017AA and 0017AB shall be delivered as complete initial spare parts
packages. Acceptance of partial shipments is not authorized, unless authorized
by a subsequent modification to this contract executed by the PCO.
4. a. In Section F-3, FAR 52.212-1 TIME OF DELIVERY (APR 1984) , both parties
----------------------------------------
agree to the delivery schedule provided as Attachment "C" to this modification.
b. The delivery schedule shown below is for three STRICOM
deliveries and is hereby incorporated into Section F-3, FAR 52.212-1 TIME OF
--------------------
DELIVERY (APR 1984). Partial shipments for items going to the same destination
- -------------------
are not authorized. The contractor is hereby authorized to deliver the items
listed below in advance of the current delivery schedule of the contract. The
parties agree that no consideration will be requested by the Contractor nor
received by the Contractor for any of the deliveries shown below if accepted by
the Government prior to the contract scheduled delivery date. This
authorization applies to the following deliveries:
STRICOM Delivery, F.o.b. Origin
- -------------------------------
USASETAF U. S. Army
Vicenza Training Support Center
Building 12, Caserma Ederle
VIA VALLE DELLA PACE
Vicenza Italy
#
DODAAC WK9G24
POC: Mr. Doug Robertson 0039-444-517764/517891
<PAGE>
CLIN Qty Description
- -------- --- -----------------------------
0100AE 3 ISMT Base Unit
0101AC 3 Training Video
0102AF 15 M-16
0105AF 3 M-249 SAW
0117AD 3 Shoot Back
0122AF 1 Scenario Development Tool Set
0128AD 1 IST Adapter Kit
0129AD 3 Deployment Cases
0211AB 3 M-203
0218AC 3 FO
0219AC 3 Night Vision
0220AC 3 Manuals
<PAGE>
M67854-94-C-2014
Modification P00018
STRICOM Delivery, F.o.b. Origin
- ---------------------------------
Commander, UNC, USFK, Korea
Accountable Officer, USA TSAK
Bldg 1109, Camp Coiner, Korea
#
DODAAC WT4XQL
POC: Mr. Earl Varnnest 001-82-02-7914-7298
CLIN Qty Description
- ---- --- -----------
0100AE 3 ISMT Base Unit
0101AC 3 Training Video
0102AF 15 M-16
0105AF 3 M-249 SAW
0117AD 3 Shoot Back
0122AF 1 Scenario Development Tool Set
0128AD 1 IST Adapter Kit
0129AD 3 Deployment Cases
0203AC 0 M-9 Pistol
0211AB 3 M-203
0218AC 3 FO
0219AC 3 Night Vision
0220AC 3 Manuals
STRICOM Delivery, F.o.b. Origin
- -------------------------------
Transportation officer
Bldg 817
Fort Chaffee, AR 72905-5000
M/F:
Training Support Center Ft. Eustis per P00020
TADSS Storagae, Bldg 2042
Fort Chaffee, AR 72905-5000
DODAAC W41XZR
POC: A. Gilbert
CLIN Qty Description
- ---- --- -----------
0200AB 3 ISMT Base Unit
0101AC 3 Training Video
0102AF 9 M-16
0105AF 3 M-249 SAW
0108AE 2 AT-4
0117AD 3 Shoot Back
0128AD 1 I-ST Adapter Kit
0129AD 3 Deployment Cases
0203AC 0 M-9 Pistol per P00023
0211AB 3 M-203
0219AC 3 Night Vision
0220AC 3 Manuals
<PAGE>
M67854-94-C-2014
Modification P00018
5. The following is hereby added to Section HI-19 GOVERNMENT FURNISHED
--------------------------
PROPERTY:
- ---------
a) In accordance with FAR clause 52.245-2, Government Property, (Dec 1989)
and FAR clause 52.245-19 Government Property Furnished "As Is," (Apr 1984), the
following GOVERNMENT FURNISHED MATERIAL (GFM) is provided and authorized for use
in the AT-4s, quantity 9, delivered under CLIN 0017AA, Initial Spares:
Description Qty
----------- ---
"As Is" Expended AT-4 Tube 9
Serial Numbers: See Attachment "D"
b) For the 30 "as is" expended AT-4 tubes previously provided in Section
10 of Modification P00015 as GFM the applicable serial numbers are incorporated
into the contract as shown in Attachment "D" to this modification.
6. All items delivered under Contract M67854-94-C-2014 shall be new material in
accordance with FAR clause 52.210-5 NEW MATERIAL (APR 1984) of the contract with
the following exceptions in which authorization is given to deliver the two end
items listed below with used or reconditioned parts:
The AT-4 tube in the manufacture of:
CLIN 0008, Option CLIN, 0108, 0208, 0308, and 0408
Description: AT-4
The M2.50 cal machine gun in the manufacture of:
CLIN 0010, Option CLINs 0110, 0210, 0310, and 0410
Description: M2 .50 CAL MACHINE GUN
This written authorization is in accordance with FAR clause 52.210-7 USED OR
RECONDITIONED MATERIAL, RESIDUAL INVENTORY, AND FORMER GOVERNMENT SURPLUS
PROPERTY (APR 1984) and applies to used and reconditioned materials for the AT-4
tube and the M-2 only. The use of residual inventory or former Government
surplus property is not authorized. This authorization does not preclude the
Contractor from providing completely new material for these weapons at no change
in price. Furthermore, if the Contractor chooses to use new material, it shall
be at no additional cost to the Government.
As consideration for the exception to FAR clause 52.210-5 NEW MATERIAL (APR
1984), the contractor agrees to the following:
a. The Contractor hereby provides a warranty at no cost to,the Government
on all parts delivered other than new in the M2 simulators for 250,000 rounds
after Government acceptance or a period of three years after Government
acceptance, whichever occurs first. The warranty is applicable to all M2s
delivered under CLINs 0010, 0017, and Option CLINs 0110, 0210, 0310, and 0410.
"Parts" covers all components down to its lowest sub-
M67854-94-C-2014
Modification P00018
<PAGE>
assembly. This warranty includes the cost of shipping the M2 in need of repair
from the end user's location to the Contractor's facility, the cost of shipping
the repaired M2 or replacement M2 from the Contractor's facility to the end
user's location, the cost of repair or replacement of the warranted part(s), and
the cost of any "collateral" damage that may occur to the simulated M2 as a
result of the failure of any other than new part. M2 simulator parts that are
brand new shall remain subject to the existing warranty unless its damage was
caused by or related to the other than new components or parts.
b. For all items which need repair under the subject contract on or before
1 December 1995, the Contractor shall provide an unlimited warranty at no cost
to the Government. The unlimited warranty shall include all expenses required
to repair or replace an item including a toll-free 1-800 hot-line number, labor,
materials, the cost of shipping the items in need of repair from the end user's
location to the Contractor's facility, the cost of shipping the repaired items
or replacement items, from the Contractor's facility to the end user's location,
and inventory management. The warranty at no cost to the Government does not
apply to items that are lost or damaged as a result of willful misconduct or
gross negligence by the Government, its employees, and/or officials.
7. In order to change the specifications pursuant to FAR clause 52.243.1
Changes - Fixed Price (AUG 87) and incorporate Deviation Number D0003-95
provided as Attachment "E," the above numbered contract is hereby modified as
follows:
a. Description of Change
---------------------
Modify 19 ISTs to be adaptable to 3 ISMTs each.
b. Production Effectivity
----------------------
The changes in paragraph 7.a. shall be incorporated into the 19 units of CLIN
0125AA only, Serial numbers 024 through 042.
c. Effect on Delivery Schedule
---------------------------
The Contractor agrees to deliver a quantity of 4 units under CLIN 0125AA with
0125AG (see paragraph 7.f. below) by 29 September 1995, a quantity of 5 units by
31 October 1995, a quantity of 5 by 30 November 1995, and a quantity of 5 by 29
December 1995. See paragraph 4 and Attachment "C" of this modification for the
delivery schedule.
d. Equitable Contract Price Adjustment
-----------------------------------
The equitable adjustment in the prices of contract M67854-94-C-2014 resulting
from the changes in 7.a. above shall be negotiated pursuant to the procedures of
"Changes" clause by the Contractor and the Administrative Contracting Officer
(ACO). The equitable adjustment negotiated shall encompass 19 units at a unit
price not-to-exceed (NTE) $39,294.
-------
<PAGE>
M67854-94-C-2014
Modification P00018
e. Funds Obligated
---------------
The total not-to-exceed amount of $746,586 is obligated for the deviation in
--------
7.a. to be applied to 19 ISTs, Serial Numbers 024 through 042, ordered under
CLIN 0125AA. See paragraph 8 of this modification for accounting and
appropriation data. The contractor may not bill for this change until the
prices are negotiated and definitized by modification to this contract. There
is no change in contract price as a result of this change.
f. Revision to Section B In order to make provisions for Deviation D0003-95
---------------------
to be incorporated into the 19 consecutive units for,the Army National Guard,
Section B, "SUPPLIES AND/OR SERVICES AND PRICES," is hereby revised as follows:
SLIN 0125AA - no change (see Mod. P00015) 19 units
SLIN 0125AB - no change (see Mod. P00004)
SLIN 0125AC - no change (see Mod. P00004)
SLIN 0125AD - no change (see Mod. P00013; para. 2 of P00013 applies)
SLIN 0125AE - no change (see Mod. P00015) 17 units
SLIN 0125AF - no change (see Mod. P00015) Dev. D0001-95 applied to 17 units.
SLIN 0125AG - IS CREATED FOR DEVIATION D0003-95 APPLIED TO 19 UNITS.
For clarification purposes, all sub-CLINs under CLIN 0125 are restated as
follows:
<TABLE>
<CAPTION>
TOTAL
CLIN ACRN SUPPLIES/SERVICES QTY/UN UNIT PRICE AMOUNT
--- ---- ----------------- ------ ---------- ------
0125
- --------
<S> <C> <C> <C> <C> <C>
0125AA AB IST BASE UNIT 19 EA $ 67,329 $1,279,251
(does not include weapons)
0125AB AB IST BASE UNIT 6 EA 67,329.00 403974
(does not include weapons)
0125AC AE ECP 76478-005/94 FOR THE LOT XXX XXX
6 UNITS CONTAINED IN
SLIN 0125AB ONLY
(See paragraph 1 of P00009 for
ceiling price)
0125AD AG IST BASE UNIT 3 EA 67,497 202,491
(does not include weapons)
(Marine Corps Units)
0125AE AB IST BASE UNIT 17 EA 67,329 1,144,593
(does not include weapons)
</TABLE>
<PAGE>
0125AF AH Deviation D0001-95 for the 17 EA XXX XXX
units
contained in SLIN 0125AD only
(See paragraph 3.d. of P00015
for the ceiling price.)
0125AG AB AL Deviation D0003-95 for the 19 EA XXX XXX
units
contained in SLIN 0125AA only
(See paragraph 7.d. of this
modification for the ceiling
price.)
g. Under Section I, "CONTRACT CLAUSES FOR A FIXED PRICE SUPPLY CONTRACT," Part
II, "DOD FEDERAL ACQUISITION REGULATION SUPPLEMENT (48 CFR CHAPTER 1) CLAUSES,"
the following clause is hereby incorporated in the contract.
252.217-7027 PRICE CEILING (DEC 1991)
The definitive modification resulting from this undefinitzed action shall not
exceed $746,586.
--------
(End of clause)
8. The following is hereby added to Section G-3 ACCOUNTING AND APPROPRIATION
DATA:
For Initial Spares for USMC, SLIN 0017AA:
- -----------------------------------------
AJ 1731109 7020 031 00701 0 000027 2D 000000 702010037002 $ 994,824.00
Doc. No. M9545094RC37002, Am. 1 (USMC)
For Initial Spares for Army National Guard, SLIN 0017AB:
- --------------------------------------------------------
AK 2152065 18-1050 518893.57 21xx, 25xx, 26xx S44205 $ 30,000.00
NGB-ARO-TS-ATS95-0l/QM04
MIPR No. NGB-ARO-TS-ATS95-05 (NGB)
AL 9730350 1801 18-1050 P2390.0000 31EA APC EL 59 S44205 $ 92,240.00
MIPR No. W74VAE-3-59-0003 (NGB)
For Ceiling Priced Change Order, Deviation D0003-95:
- ----------------------------------------------------
AB 9720350 1801 18-1050 P2290.0000 3 1EA APC EL 49 S44205
increase MIPR W74VAE-2-49-0002, Am. 2 $ 378,871.00
AL 9730350 1801 18-1050 P2390.0000 3 IEA APC EL 59 S44205
increase MIPR No. W74VAE-3-59-0003 (NGB) $ 367,715.00
M67854-94-C-2014
Modification P00018
<PAGE>
The Transportation/shipping charges for STRICOM deliveries shall be charged to
- ------------------------------------------------------------------------------
the following line of Accounting:
- --------------------------------
1751804.4A2A 000 61339 0 061339 2D 000000 Job Order: 5E92-110L-B000
A document number is assigned to each STRICOM delivery location as follows:
Location Document Number Amount
- -------- --------------- ------
Ft. Eustis, VA W32G11-5216-9850 not-to-exceed $2,000
Korea W32G11-5230-9850 not-to-exceed $6,000
Italy W32G11-5230-9851 not-to-exceed $6,000
Copies of GBLs and Air Bills to be sent to: STRICOM ATTN:
AMSTI LRS CHARLIE
CARRIGAN, 12350 RESEARCH PKWY, ORLANDO FL 32826-3276
9. Funds obligated on contract are as follows:
<TABLE>
<CAPTION>
==========================================================================================
ACRN: FUNDS PREVIOUSLY AMOUNT INCREASED OR CURRENT OBLIGATED
OBLIGATED ON CONTRACT DECREASED ( ) BY THIS AMOUNT ON CONTRACT:
AS OF MOD. A00003: MODIFICATION:
<S> <C> <C> <C>
==========================================================================================
AA $11,300,747 $ 0 $11,300,747
- ------------------------------------------------------------------------------------------
AB $ 5,046,129 $ 378,871* $ 5,425,000
- ------------------------------------------------------------------------------------------
AC $ 1,053,650 $ 0 $ 1,053,650
- ------------------------------------------------------------------------------------------
AD $ 5,574,270 $ 0 $ 5,574,270
- ------------------------------------------------------------------------------------------
AE $ 262,014 $ 0 $ 262,014
- ------------------------------------------------------------------------------------------
AF $ 625,797 $ 0 $ 625,797
- ------------------------------------------------------------------------------------------
AG $ 4,445,099 $ 0 $ 4,445,099
- ------------------------------------------------------------------------------------------
AH $ 672,469 $ 0 $ 672,469
- ------------------------------------------------------------------------------------------
AJ $ 0 $ 994,824 $ 994,824
- ------------------------------------------------------------------------------------------
AK $ 0 $ 30,000 $ 30,000
- ------------------------------------------------------------------------------------------
AL $ 0 $ 92,240 $ 459,955
$ 367,715*
- ------------------------------------------------------------------------------------------
TOTAL AMOUNT $28,980,175 $1,863,650 $30,843,825
==========================================================================================
</TABLE>
* AMOUNT APPLIED TO CEILING PRICED CHANGE ORDER AND DOES NOT AFFECT CONTRACT
PRICE.
<PAGE>
M67854-94-C-2014
MODIFICATION P00018
10. AS A RESULT OF THIS MODIFICATION, THE TOTAL CONTRACT PRICE IS HEREBY
INCREASED FROM $27,995,692.00 (AS LAST SHOWN IN MODIFICATION A00003) BY
$1,117,064.00 TO A NEW TOTAL CONTRACT PRICE OF $29,112,756.00.
11. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
<PAGE>
<TABLE>
<CAPTION>
M67854-94-C-2014
Modification P00018
Sub-CLIN 0017AB
INITIAL SPARES
NATIONAL GUARD BUREAU
Unit NGB
Price Qty Amount
--------- ----- ------------
<S> <C> <C> <C>
LRUs
- ----
LED Assembly $ 90.00 8 $ 720.00
IST Adapter Kit w/ network cables, SETS cables, and screen $ 505.00 1 $ 505.00
strips
ISMT Cables $ 665.00 1 $ 665.00
ISMT Boot Disk $ 16.00 3 $ 48.00
PSC and air filter $9,000.00 2 $ 18,000.00
Instructor Station Desk $1,319.00 1 $ 1,319.00
Hit Camera Module with manual filter $1,420.00 3 $ 4,260.00
Printer $ 190.00 4 $ 760.00
Monitor $ 315.00 2 $ 630.00
Screen $ 745.00 2 $ 1,490.00
Instructor Station PC $1,493.00 2 $ 2,986.00
Projector with hit camera sheet metal $8,892.00 2 $ 17,784.00
Laser Disc Player $1,673.00 3 $ 5,019.00
Set of Speakers (2) $ 238.00 2 $ 476.00
Cases
- -----
Double Pistol Transit Case $ 16.00 1 $ 16.00
Double Shotgun Transit Case $ 64.00 3 $ 192.00
Medium Transit Case, 47"x18"x18" $ 129.00 2 $ 258.00
Small LRU Case, 8" x 8" x 8" incl. 2" or custom foam $ 250.00 1 $ 250.00
Medium LRU Case, 24"x20"x15" incl. 2" or custom foam $ 384.00 1 $ 384.00
Large LRU Case $ 444.00 1 $ 444.00
Weapon simulators
- -----------------
M16 $2,149.00 10 $ 21,490.00
M9 $2,569.00 3 $ 7,707.00
M249 $7,751.00 3 $ 23,253.00
M203 $4,528.00 3 $ 13,584.00
-----------
TOTAL AMOUNT $122,240.00
Note: Partial shipments are not authorized.
</TABLE>
<PAGE>
RIDER 15
0017AA M67854_
___SPARES Modification
MARINE CORPS
<TABLE>
<CAPTION>
Unit USMC
Price Qty
----- ---
<S> <C> <C> <C>
_____sembly $90.00 12 $1,080.00
___apter Kit w/ network cables, SETS cables, and screen strips $505.00 2 $1,010.00
__cables $665.00 3 $1,995.00
__Boot Disk $16.00 9 $144.00
__pter Boot Disk $16.00 2 $32.00
__SC and air filter $9,000.00 7 $63,000.00
Instructor Station Desk $1,319.00 2 $2.638.00
Hit Camera Module with manuel filter $1,420.00 6 $8,520.00
*ISMT Video Disc Set (7) $410.00 3 $1,230.00
Printer $190.00 8 $1,520.00
Monitor $315.00 4 $1,260.00
Screen $745.00 4 $2,980.00
Instructor Station PC $1,493.00 6 $8,958.00
Projector with hit camera sheet metal $8,892.00 4 $35,568.00
Laser Disc Player $1,673.00 5 $8,365.00
Set of Speakers (2) $238.00 6 $1,428.00
Cases
- -----
Double Pistol Transit Case $16.00 4 $64.00
Double Shotgun Transit Case $64.00 8 $512.00
Medium Transit Case, 47"x18"x18" $129.00 6 $774.00
Large Transit Case, 68"x"13"-1/2"x10-3/4" w/custom foam $129.00 3 $387.00
Small LRU Case, 8"x8"x8" incl. 2" or custom foam $250.00 3 $750.00
Medium LRU Case, 24"x20"x15 incl. 2" or custom foam $384.00 2 $768.00
Large LRU Case $444.00 3 $1,332.00
Weapon simulators
- -----------------
M16 $2,149.00 30 $64,470.00
M9 $2,569.00 20 $51,380.00
M240G $14,436.00 9 $129,924.00
M249 $7,751.00 10 $77,510.00
AT-4 with GFM $2,282.00 9 $20,538.00
SMAW $19,873.00 7 $139,111.00
M203 $4,528.00 10 $45,280.00
MP5 $3,948.00 3 $11,844.00
Shotgun $1,308.00 7 $9,156.00
MK19 $26,247.00 8 $209,976.00
M2.50 CAL Machine Gun $11,415.00 8 $91,320.00
TOTAL AMOUNT $994,824.00
</TABLE>
NOTE: Partial shipments are not authorized.
* Laser Disc Set includes: USMC 1, USMC 2, USMC 3, USMC 4, SETS 4, Swat, and
Anti-Armor.
Attachment "A"
<PAGE>
U.S. MARINE CORPS DELIVERIES
- ----------------------------
Delivery #7A 18 September 1995
Ship to:
Commanding Officer
Headquarters Battalion
Marine Corps Base Hawaii
ATTN: OIC, Training and Audio Visual Support Center
Kaneohe Bay, HI 96863-5001
DODAAC, M00318
POC: MSgt Matthew Perez, 808-257-1365 (DSN 457-1365)
CLIN Qty Description
- -------- --- -----------
0001AA 3 ISMT Base Unit
0002 12 M-16
0003 6 M-9,
0004 4 Shot Gun
0105AA 7 M-249 SAW
0106AA 3 M24OG
0107AA 3 SMAW
0108AA 3 AT-4
0109AA 3 Mk-19
0110AA 3 M-2
0111AA 4 M-203
0012 0 MP-5
0013 2 FO
0118AA 1 FO
0014 3 Night Vision
0015 3 Training Video
0016AB 3 Training Video
0021 3 O&M Manuals
0024 3 Initial Consumables
0117AC 1 Shoot-back
0122AA 1 Scenario Tool Set
0128AA 1 IST Adapter
0129AA 1 Deployment Scenario Cases
0023AH On-Site Training
0047AH Additional Day
ATTACHMENT "C"
<PAGE>
Delivery #7B 18 September 1995
Ship to:
Commanding Officer
ATTN: OIC, Training and Audio Visual Support Center
Bldg 202, MCAS Iwakuni
PSC 561, Box 1872
FPO, AP 96310-5404
DODAAC M62613
POC: GySgt H. G. Samuels DSN 253-4016
CLIN Qty Description
- ------------------------------
0001AA 3 ISMT Base Unit
0002 12 M-16
0003 6 M-9
0004 1 Shot Gun
0105AA 0 M-249 SAW
0106AA 1 M240G
0107AA 0 SMAW
0108AA 1 AT-4
0109AA 0 Mk-19
0110AA 1 M-2
0111AA 1 M-203
0012 0 MP-5
0118AA 3 FO
0014 3 Night Vision
0015 3 Training Video
0016AB 3 Training Video
0021 3 O&M Manuals
0024 3 Initial Consumables
0122AA 1 Scenario Tool Set
0023AM On-site Training
0047AM Additional Day
<PAGE>
NGB Delivery #22 Delivery date: 31 August 1995
- ---------------- ------------------------------
Camp Atterbury Training Area
Edinburgh, IN
DODAAC W8AVAA
POC: CPT Drury, 317-247-3217 (DSN 369-2217)
CLIN DESCRIPTION QTY
- --------------------------------------------
0102AB M-16 8
0103AB M-9 2
0105AB SAW 2
0111AB M-203 2
0117AB Shootback 1
0118AC FO 1
0120AB Manuals 1
0125AE IST Base Unit 1
0125AF Deviation
D00001-95 1
NGB Delivery #23 Delivery date: 31 August 1995
- --------------------------------------------------------------------
Commander
Camp Smith Training Site
Peekskill, NY 10566
DODAAC W8BNA2
POC: 914-734-7373 (DSN 586-7373)
CLIN DESCRIPTION QTY
- --------------------------------------
0102AB M-16 8
0103AB M-9 2
0105AB SAW 2
0111AB M-203 2
0117AB Shootback 1
0118AC FO 1
0120AB Manuals 1
0125AE IST Base Unit 1
0125AF Deviation
D00001-95 1
<PAGE>
NGB Delivery #24 Delivery date: 29 September 1995
- ---------------------------------------------------------------
Camp Gruber Training Site
Braggs, OK
DODAAC W8A8A3
POC: MAJ Nickell, 918-487-6044
CLIN DESCRIPTION QTY
- --------------------------------------------
0102AB M-16 8
0103AB M-9 2
0105AB SAW 2
0111AB M-203 2
0117AB Shootback 1
0118AC FO 1
0120AB Manuals 1
0125AA IST Base Unit 1
0125AG Deviation
D00003-95 1
NGB Delivery #25 Delivery date: 29 September 1995
- --------------------------------------------------------------------------
Grubbs-Kyle Training Site
Bldg 602
Smyrna, TN 37167
DODAAC W8A904
POC: MSG Wicker, 615-355-3778
CLIN DESCRIPTION QTY
- -----------------------------------------------------------------
0102AB M-16 8
0103AB M-9 2
0105AB SAW 2
0111AB M-203 2
0117AB Shootback 1
0118AC FO 1
0120AB Manuals 1
0125AA IST Base Unit 1
0125AG Deviation
D00003-95 1
<PAGE>
NGB Delivery #26 Delivery date: 29 September 1995
- --------------------------------------------------------------
Camp Butner Training Site
359 Roberts Chapel Rd
Stem, NC 27581-9718
DODAAC W8BPAA
POC: MSG Rodney Parker, 919-0479-0923
CLIN DESCRIPTION QTY
- ---------------------------------------
0102AB M-16 8
0103AB M-9 2
0105AB SAW 2
0111AB M-203 2
0117AB Shootback 1
0118AC FO 1
0120AB Manuals 1
0125AA IST Base Unit 1
0125AG Deviation
D00003-95 1
NGB Delivery #27 Delivery date: 29 September 1995
- -------------------------------- ---------------------------------
Leesburg Training Site
5401 Leesburg Rd
Eastover, SC 29044-9732
DODAAC W8BGAA
POC: CPT Harmon, 803-695-2216
CLIN DESCRIPTION QTY
- ------------------------------------------------
0102AB M-16 8
0103AB M-9 2
0105AB SAW 2
0111AB M-203 2
0117AB Shootback 1
0118AC FO 1
0120AB Manuals 1
0125AA IST Base Unit 1
0125AG Deviation
D00003-95 1
<PAGE>
NGB Delivery #34 Delivery date: 30 November 1995
- ---------------- --------------------------------
Company A, 3-116 Infantry
Route 7, Box 39A
Lexington, VA 24450-2802
DODAAC WXA3AO
POC: MAJ Smith, 804-775-9252
CLIN DESCRIPTION QTY
- ----------------------------
0102AB M-16 8
0103AB M-9 2
0105AB SAW 2
0111AB M-203 2
0117AB Shootback 1
0118AC FO 1
0120AB Manuals 1
0125AA IST Base Unit 1
0125AG Deviation
D00003-95 1
NGB Delivery #35 Delivery date: 30 November 1995
- --------------------------------------------------------
Camp Fogarty
2841 South County Trail
East Greenwich, RI 02818-1728
DODAAC W8BEAA
POC: COL Zoglio 401-457-4128
CLIN DESCRIPTION QTY
- -----------------------------------------------
0102AB M-16 8
0103AB M-9 2
0105AB SAW 2
0111AB M-203 2
0117AB Shootback 1
0118AC FO 1
0120AB Manuals 1
0125AA IST Base Unit 1
0125AG Deviation
D00003-95 1
<PAGE>
NGB Delivery #36 Delivery date: 30 November 1995
- ----------------------------------------------------------------
TBD (Or)
CLIN DESCRIPTION QTY
- ----------------------------------
0102AB M-16 8
0103AB M-9 2
0105AB SAW 2
0111AB M-203 2
0117AB Shootback 1
0118AC FO 1
0120AB Manuals 1
0125AA IST Base Unit 1
0125AG Deviation
D00003-95 1
NGB Delivery #37 Delivery date: 30 November 1995
- ---------------------------------------------------------------
Camp Santiago
PO Box 3786
POC: SFC Vazquez, 809-725-0889
DODAAC W8BACAA
POC: SFC Vazquez, 809-725-0889
CLIN DESCRIPTION QTY
- ----------------------------
0102AB M-16 8
0103AB M-9 2
0105AB SAW 2
0111AB M-203 2
0117AB Shootback 1
0118AC FO 1
0120AB Manuals 1
0125AA IST Base Unit 1
0125AG Deviation
D00003-95 1
<PAGE>
NGB Delivery #38 Delivery date: 29 December 1995
- ----------------------------------------------------------
Camp Gilbert C. Grafton
RR 5
Devils Lake, ND 58301
DODAAC W8BQ23
POC: CW4 Liere, 701-662-0407
CLIN DESCRIPTION QTY
- ------------------------------------
0102AB M-16 8
0103AB M-9 2
0105AB SAW 2
0111AB M-203 2
0117AB Shootback 1
0118AC FO 1
0120AB Manuals 1
0125AA IST Base Unit 1
0125AG Deviation
D00003-95 1
NGB Delivery #39 Delivery date: 29 December 1995
- -----------------------------------------------------------------
TBD (VT)
Jericho, VT
CLIN DESCRIPTION QTY
- ---------------------------------
0102AB M-16 8
0103AB M-9 2
0105AB SAW 2
0111AB M-203 2
0117AB Shootback 1
0118AC FO 1
0120AB Manuals 1
0125AA IST Base Unit 1
0125AG Deviation
D00003-95 1
<PAGE>
NGB Delivery #40 Delivery date: 29 December 1995
- ----------------------------------------------------------------
Headquarters, Camp Edwards
Bldg #3468
Camp Edwards, MA 02542-5003
DODAAC W7RHAA
POC: CPT Vincellete, 508-968-5802 (DSN 557-5802)
CLIN DESCRIPTION QTY
- ------------------------------------
0102AB M-16 8
0103AB M-9 2
0105AB SAW 2
0111AB M-203 2
0117AB Shootback 1
0118AC FO 1
0120AB Manuals 1
0125AA IST Base Unit 1
0125AG Deviation
D00003-95 1
NGB Delivery #41 Delivery date: 29 December 1995
- -----------------------------------------------------------------
Miller Armory, Camp Dodge
7700 NW Beaver Dr
JOHNSTON, IA 51301
#
DODAAC WSAOAA
POC: CPT Little, 515-252-4565
CLIN DESCRIPTION QTY
- ---------------------------------
0102AB M-16 8
0103AB M-9 2
0105AB SAW 2
0111AB M-203 2
0117AB Shootback 1
0118AC FO 1
0120AB Manuals 1
0125AA IST Base Unit 1
0125AG Deviation
D00003-95 1
<PAGE>
NGB Delivery #42 Delivery date: 29 December 1995
- ---------------------------------------------------------------
DET 3, STARC (Academy)
Bldg #104
Bethany Beach Training Site
Bethany Beach, DE 19930-1480
DODAAC W8AFA3
POC: CPT Paoli, 302-855-7464
CLIN DESCRIPTION QTY
- -------------------------------------------------
0102AB M-16 8
0103AB M-9 2
0105AB SAW 2
0111AB M-203 2
0117AB Shootback 1
0118AC FO 1
0120AB Manuals 1
0125AA IST Base Unit 1
0125AG Deviation
D00003-95 D00003-95 1
<PAGE>
M67854-94-C-2014
Modification P00018
SERIAL NUMBERS FOR GOVERNMENT FURNISHED AT-4 TUBES
- --------------------------------------------------
a. The 9 applicable serial numbers referenced in paragraph 5.a) of Modification
P00018 are as follows:
690700 691204 691703
691195 691205 691712
691203 691209 691715
b. The 30 applicable serial numbers referenced in paragraph 5.b) of
Modification P00018 are as follows:
121789 311750 517431 667685 669829 696191
173053 311774 517602 667875 669887 696195
173441 312423 667248 668513 670588 696349
174512 312521 667376 669207 692742 706784
176474 517298 667665 669211 692845 707176
ATTACHMENT "D"
<PAGE>
- --------------------------------------------------------------------------------
REQUEST FOR DEVIATION/WAIVER (RFD/RDW)
- --------------------------------------------------------------------------------
1. DATE (YYMMDD) 95 07 18 Form Approved
OMB NO. 0704-0188
- --------------------------------------------------------------------------------
Public reporting burden for this collection of information is estimated to
average 2 hours per response, including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed, and
completing and reviewing the collection of information. Send comments regarding
this burden estimate or any other aspect of this collection of information,
including suggestions for ____________ this burden, to Department of Defense,
Washington Headquarters Services. Directorate for Information Operations and
Reports, 1215 _________ Davis Highway, Suite 1204, Arlington VA 22202-4302 and
to the Office of Management and Budget. Paperwork Reduction Project __________
Washington DC 20503.
PLEASE DO NOT RETURN YOUR COMPLETED FORM TO EITHER OF THESE ADDRESSES. RETURN
------
COMPLETED FORM TO THE GOVERNMENT ISSUING CONTRACTING OFFICER FOR THE
CONTRACT/PROCURING ACTIVITY NUMBER LISTED IN ITEM 2 OF THIS FORM.
- --------------------------------------------------------------------------------
2. PROCURING ACTIVITY NUMBER
M67854
- --------------------------------------------------------------------------------
3. DODAAC
- --------------------------------------------------------------------------------
4. ORIGINATOR
- --------------------------------------------------------------------------------
a. TYPED NAME (First, Middle Initial, Last)
Firearms Training Systems, Inc.
- --------------------------------------------------------------------------------
b. ADDRESS (Street, City, State, Zip Code)
7340 McGinnis Ferry Road
Suwanee, GA 30174
- --------------------------------------------------------------------------------
5. (X one)
[X] DEVIATION [_] WAIVER
- --------------------------------------------------------------------------------
6. (X one) [_] MINOR
[X] MAJOR [_] CRITICAL
- --------------------------------------------------------------------------------
7. DESIGNATION FOR DEVIATION/WAIVER
a. MODEL/TYPE
b. CAGE CODE
76478
c. SYS. DESIG.
IST
d. DEV/WAIVER NO.
D0003-95
- --------------------------------------------------------------------------------
8. BASELINE AFFECTED
[_] FUNC- [_] ALLO-
TIONAL CATED
[X] PRODUCT
- --------------------------------------------------------------------------------
9. OTHER SYSTEM/CONFIGU-
RATION ITEMS AFFECTED
[_] YES [X] NO
- --------------------------------------------------------------------------------
10. TITLE OF DEVIATION/WAIVER
Modify B-IST to be an IST with 3 x ISMT configuration
- --------------------------------------------------------------------------------
11. CONTRACT NO. AND LINE ITEM
M67854-94-C-2014 CLIN 0125
- --------------------------------------------------------------------------------
12. PROCURING CONTRACTING OFFICER
a. NAME (First, Middle Initial, Last) Glenn O. Cruze
b. CODE CTQ
e. TELEPHONE NO. 703-784-5822 x 226
- --------------------------------------------------------------------------------
13. CONFIGURATION ITEM NOMENCLATURE
Infantry Squad Trainer (IST)
- --------------------------------------------------------------------------------
14. CLASSIFICATION OF DEFECT
a. CD NO.
b. DEFECT NO.
c. DEFECT CLASSIFICATION
[_] MINOR [_] MAJOR [_] CRITICAL
- --------------------------------------------------------------------------------
15. NAME OF LOWEST PART/ASSEMBLY AFFECTED
N/A
- --------------------------------------------------------------------------------
16. PART NO. OR TYPE DESIGNATION
N/A
- --------------------------------------------------------------------------------
17. EFFECTIVITY
CLIN 0125 IST's 024 through 042
- --------------------------------------------------------------------------------
18. RECURRING DEVIATION/WAIVER
[_] YES [X] NO
- --------------------------------------------------------------------------------
19. EFFECT ON COST/PRICE 829,711.00
- --------------------------------------------------------------------------------
20. EFFECT ON DELIVERY SCHEDULE None
- --------------------------------------------------------------------------------
__ EFFECT ON INTEGRATED LOGISTICS SUPPORT, INTERFACE OR SOFTWARE
- --------------------------------------------------------------------------------
23. NEED FOR DEVIATION/WAIVER
IST's in a configuration that allows breaking down into 3 ISMT's provides the
Government greater flexibility for marksmanship and Fire Team training. The
change makes more effective and efficient use of assets by providing access to a
larger number of trainees.
- --------------------------------------------------------------------------------
24 CORRECTIVE ACTION TAKEN
N/A
- --------------------------------------------------------------------------------
25. SUBMITTING ACTIVITY
- --------------------------------------------------------------------------------
a. TYPED NAME (First, Middle Initial, Last) William E. Jordan
b. TITLE Program Manager
c. SIGNATURE
/S/ Wm Jordan
- --------------------------------------------------------------------------------
26. APPROVAL/DISAPPROVAL
a. RECOMMEND APPROVAL DISAPPROVAL
- --------------------------------------------------------------------------------
b. APPROVAL
[X] APPROVED [_] DISAPPROVED
- --------------------------------------------------------------------------------
c. GOVERNMENT ACTIVITY
\S\ MARCORSYSCOM SSt
- --------------------------------------------------------------------------------
d. TYPED NAME (First, Middle Initial, Last)
\S\ Jerome P. McGovern
- --------------------------------------------------------------------------------
e. SIGNATURE
\S\ J.P. McGovern
- --------------------------------------------------------------------------------
f. DATE SIGNED
(YYMMDD) 95/07/19
- --------------------------------------------------------------------------------
g. APPROVAL
[_] APPROVED [_] DISAPPROVED
- --------------------------------------------------------------------------------
h. GOVERNMENT ACTIVITY
- --------------------------------------------------------------------------------
i. TYPED NAME (First, Middle Initial, Last)
- --------------------------------------------------------------------------------
j. SIGNATURE
- --------------------------------------------------------------------------------
k. DATE SIGNED
(YYMMDD)
- --------------------------------------------------------------------------------
DD FORM 1694, APR 92 (EF-V1) (PerFORM PRO) PREVIOUS EDITIONS ARE OBSOLETE
ATTACHMENT "B"
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00019
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See Block 16C
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 3LW, MARCORSYSCOM
2033 BARNETT AVE, SUITE 315
QUANTICO, VIRGINIA 22134-5010
BUYER: LISA WERBICKAS 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If Other Than Item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA, GEORGIA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANNE, GEORGIA 30174-2806
TIN#: 57-0777-018 DUNS#: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(x) 9A. AMENDMENT OF SOLICITATION NO
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:(a)
By completing items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of
this amendment you desire to change an offer already submitted, such change may
be made by telegram or letter, provided each telegram or letter makes reference
to the solicitation and this amendment, and is received prior to the opening
hour and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If Required)
See paragraph 5 on Page 3 of This Modification.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as paying office, appropriation date,
etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR
43.103(b)
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
MUTUAL AGREEMENT OF THE PARTIES
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (x) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE ATTACHED.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ BOB TERRY
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
18 SEPTEMBER 1995
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
GLENN O. CRUZE, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/S/ GLENN O. CRUZE
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
SEPTEMBER 17, 1995
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
<PAGE>
M67854-94-C-2014
Modification P00019
The purpose of this modification is to: 1) correct an error in P00001, 2)
create new line items for On-Site Training in Option Year 2 and 3 exercise some
of the options, 3) specify acceptance of On-Site Training, 3) add instructions
in Section C, 4) provide a delivery schedule for some of the On-Site Training,
and
5) provide funds, 6) provide a tripod as GFP, and 7) provide a summary of funds
as follows:
1. To correct an administrative error, on page 3 of Modification P00001 under
CLIN 0104, sub-CLIN "0103AC" is corrected to read: "0104AC."
- ---------
2. In Section B, additional option sub-contract line items are hereby created
for On-Site Training under CLINs 00221 and 0321. The SLINs in Attachment "A" to
this modification for which funds are provided are hereby exercised. The number
of days of training and the minimum number of Contractor employees to conduct
the training are as shown in Attachment "A" for each location. The training
shall be in accordance with the Statement of Work and the Purchase Description
and the training for 2 days shall include the requirements of Section C-9,
paragraph b, of Modification P00011 and the training for 3 days shall include
the requirements of Section C-9, paragraph c, of Modification P00011.
Option SLINs, if and to the extent exercised, may be exercised independently
from other SLINs under the same CLIN. Exercise of one option SLIN does not
obligate the Government to exercise other option SLINs.
NOTE: The mode of travel is left to the discretion of the Contractor.
Regardless of the delivery schedule for each individual location, the parties
agree that no additional costs shall be borne by the Government for training and
training related expenses including travel and transportation. Training dates
for SLINs with multiple locations are not guaranteed to be held sequentially or
within the same timeframe. Payment under a SLIN shall occur only after training
at all specified locations are completed as required and accepted.
See Attachment "A" for On-Site Training.
3. The following shall be added to Section E, Inspection and Acceptance, under
-------------------------
E-3:
Acceptance of the On-Site Training is the responsibility of the Project Officer.
DD Form 250s may be accepted for payment for On-Site Training only if signed by
the Project Officer.
4. DELIVERY SCHEDULE
-----------------
The following schedule for ON-SITE TRAINING is hereby added to Section F-3 as
follows:
SLIN Description Required Delivery Date
---- ----------- ----------------------
0023AH, 0047AH MCB Hawaii 3-5 OCT 95
0023AM, 0047AM MCAS Iwakuni 9-11 OCT 95
0023AC, 0047AC Quantico 14-16 NOV 95
<PAGE>
M67854-94-C-2014
Modification P00019
5. Funds for paragraph 2 of this modification are hereby provided and added to
Section G-3 ACCOUNTING AND APPROPRIATION DATA as follows:
-------------------------------------
AD 1741109 6445 031 00701 0 00027 2D 000000 644530046092 $45,156.00
Doc. No. M9545094RC46092, Am. 1 (USMC)
AF 2152035 56S 6S01 P53702062 3110 S18001 8548550205 850000 352 $29,918.00
MIPR No. 95MP441, Am. 1 (STRICOM)
AG 9740350 1005 031 00701 0 000027 2D 000000 1050004R009 $35,214.00
Doc. No. M9545095RC4R009 (USMC Reserves)
AM 2152065 18-1050 518893.11 25GZ NGBAROQM07-01 S44205 QM07 $98,886.00
Doc. No, NGBAROQM07-01 (NGB)
6. The following is hereby added to Section H-19 GOVERNMENT FURNISHED PROPERTY:
----------------------------------
In accordance with FAR clause 52.245-2, Government Property, (Dec 1989), the
following Government Furnished Equipment is authorized for use on the subject
contract.
Serial # Description Quantity
- -------- ----------- --------
TBD M122, Tripod, Machine Gun, 1
TAMCN E1150
NSN 1005-00-710-5599
The tripod shall be returned to the Government no later than 18 March 1996.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
<PAGE>
M67854-94-2014
Modification P00019
7. Funds obligated on contract are as follows:
ACRN: FUNDS PREVIOUSLY AMOUNT INCREASED CURRENT
OBLIGATED ON OR OBLIGATED
CONTRACT AS OF MOD. DECREASED ( ) BY AMOUNT ON
P00018: THIS MODIFICATION: CONTRACT:
- -----------------------------------------------------------------------------
AA $11,300,747 $ 0 $11,300,747
- -----------------------------------------------------------------------------
AB $ 5,425,000 $ 0 $ 5,425,000
- -----------------------------------------------------------------------------
AC $ 1,053,650 $ 0 $ 1,053,650
- -----------------------------------------------------------------------------
AD $ 5,574,270 $ 45,156 $ 5,619,426
- -----------------------------------------------------------------------------
AE $ 262,014 $ 0 $ 262,014
- -----------------------------------------------------------------------------
AF $ 625,797 $ 29,918 $ 655,715
- -----------------------------------------------------------------------------
AG $ 4,445,099 $ 35,214 $ 4,480,313
- -----------------------------------------------------------------------------
AH $ 672,469 $ 0 $ 672,469
- -----------------------------------------------------------------------------
AJ $ 994,824 $ 0 $ 994,824
- -----------------------------------------------------------------------------
AK $ 30,000 $ 0 $ 30,000
- -----------------------------------------------------------------------------
AL $ 459,955 $ 0 $ 459,955
- -----------------------------------------------------------------------------
AM $ 0 $ 98,886 $ 98,886
- -----------------------------------------------------------------------------
TOTAL AMOUNT: $30,843,825 $209,174 $31,052,999
- -----------------------------------------------------------------------------
8. AS A RESULT OF THIS MODIFICATION, THE TOTAL CONTRACT PRICE IS HEREBY
INCREASED FROM $29,112,756.00 (AS LAST SHOWN IN MODIFICATION P00018) BY
$209,174.00 TO A NEW TOTAL CONTRACT PRICE OF $29,321,930.00.
9. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
<PAGE>
<TABLE>
<CAPTION>
M67854-94-C-2014
Mod. P00019
OPTION YEAR 2
ADDITIONAL ON-SITE TRAINING
[The following SLINs are hereby exercised as shown below:
CLIN DESCRIPTION QTY UNIT PRICE AMOUNT
- ---- ----------- Days of Minimum # Price per UNIT ---------- -------------------
ON-SITE TRAINING Training of Location -------
Location as Contractor
specified employees to
provide trng
SubCLIN ACRN
Marine Corps
Security Force
-----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0221AS AD Keflavik, Iceland 2 1 $ 6,942.00 1 EA $16,191.00 $ 16,191.00
London, England 2 1 $ 2,156.00
Rota, Spain 2 1 $ 2,028.00
Naples, Italy 2 1 $ 2,066.00
Souda, Crete 2 1 $ 2,999.00
0221AT AD Diego Garcia 2 1 $ 3,259.00 1 EA $ 6,170.00 $ 6,170.00
Roosevelt Rds, 2 1 $ 2,911.00
Puerto Rico
0221AU AD Kings Bay, GA 2 1 $ 2,419.00 1 EA $ 2,419.00 $ 2,419.00
0221AV AD Bangor, WA 2 1 $ 4,138.00 1 EA $ 4,138.00 $ 4,138.00
0221AW AD North Island, CA 2 1 $ 4,004.00 1 EA $ 4,004.00 $ 4,004.00
0221AX AD Yorktown, VA 2 1 $ 2,681.00 1 EA $ 2,681.00 $ 2,681.00
0221AY AD Patuxent River MD, 2 1 $ 2,638.00 1 EA $ 2,638.00 $ 2,638.00
0221AZ AD Chesapeake, VA 2 1 $ 1,983.00 1 EA $ 1,983.00 $ 1,983.00
0221BA AD Dam Neck, VA 2 1 $ 1,983.00 1 EA $ 1,983.00 $ 1,983.00
0221BB AD Guantanamo Bay 2 1 $ 2,949.00 1 EA $ 2,949.00 $ 2,949.00
via Norfolk
Marine Corps
Reserve
-------------
0221BC AG I&I, Norfolk, VA 2 1 $ 2,681.00 1 EA $ 2,681.00 $ 2,681.00
0221BD AG MFR New Orleans LA, 2 1 $ 1.637.00 1 EA $ 4,629.00 $ 4,629.00
I&I, Baton 2 1 $ 1,171.00
Rouge, LA
I&I, Bossier, LA 2 1 $ 1,821.00
0221BE AG I&I Moundsville, TN 2 1 $ 1,894.00 1 EA $ 3,833.00 $ 3,833.00
I&I Philadelphia, PA 2 1 $ 1,939.00
0221BF AG I&I, Baltimore, MD 2 1 $ 2,634.00 1 EA $ 2,634.00 $ 2,634.00
0221BG AG I&I, Topsham, ME 2 1 $ 2,086.00 1 EA $ 3,950.00 $ 3,950.00
I&I, Manchester, NH 2 1 $ 1,864.00
0221BH AG I&I, Plainville, CT 2 1 $ 1,696.00 1 EA $ 3.801.00 $ 3.801.00
I&I, Garden City, NY 2 1 $ 2,105.00
0221BJ AG I&I, Rochester, NY 2 1 $ 1,536.00 1 EA $ 3,428.00 $ 3,428.00
I&I, Buffalo, NY 2 1 $ 1,892.00
0221BK AG I&I, Columbus, OH 2 1 $ 1,875.00 1 EA $ 6,044.00 $ 6,044.00
I&I, Akron, OH 2 1 $ 1,195.00
I&I, Perrysburg, OH 2 1 $ 1,175.00
I&I, Terre Haute, IN 2 1 $ 1,799.00
0221BL AG I&I, Waukegan, IL 2 1 $ 2,216.00 1 EA $ 4,214.00 $ 4,214.00
I&I, Chicago, IL 2 1 $ 1,998.00
National Guard
Bureau/STRICOM
- --------------
0221BM AM Bozeman, MT 3 2 $ 7,141.00 1 EA $ 7,141.00 $ 7,141.00
0221BN AM FT McClellen, AL 3 2 $ 4,574.00 1 EA $ 4,574.00 $ 4,574.00
0221BP AM Salinas, KS 3 2 $ 6,185.00 1 EA $ 6,185.00 $ 6,185.00
0221BQ AM Little Rock, AR 3 2 $ 7,166.00 1 EA $ 7,166.00 $ 7,166.00
0221BR AM Little Falls, MN 3 2 $ 6,358.00 1 EA $ 6,358.00 $ 6,358.00
0221BS AM Camp Butner 3 2 $ 6,068.00 1 EA $ 6,068.00 $ 6,068.00
0221BT AM Suwanee, GA 3 2 $ 2,873.00 1 EA $ 2,873.00 $ 2,873.00
0221BU AM Ft Juan Muna, Guam 3 2 $13,727.00 1 EA $13,727.00 $ 13,727.00
0221BV AM Devils Lake, ND 3 2 $ 6,856.00 1 EA $ 6,856.00 $ 6,856.00
0221BW AM Johnston, IA 3 2 $ 6,146.00 1 EA $ 6,146.00 $ 6,146.00
0221BX AM Eastover, SC 3 2 $ 4,783.00 1 EA $ 4,783.00 $ 4,783.00
0221BY AM Camp Roberts, CA 3 2 $ 8,411.00 1 EA $ 8,411.00 $ 8,411.00
0221BZ AM Honolulu, HI 3 2 $12,290.00 1 EA $12,290.00 $ 12,290.00
0221CA AF Ft Zostis, VA 3 2 $ 6,089.00 1 EA $ 6,089.00 $ 6,089.00
P00027
0221CB AM Lexington, VA 3 2 $ 6,308.00 1 EA $ 6,308.00 $ 6,308.00
0221CC AF Vicenza, Italy 3 2 $14,502.00 1 EA $22,873.00 $ 22,873.00
Camp Coiner, Korea 3 2 $ 8,371.00
</TABLE>
ATTACHMENT "A"
<PAGE>
<TABLE>
<CAPTION>
The following are incorporated as options: M67854-94-C-2014
Mod. P00019
OPTION SLINs OPTION YEAR 2
DESCRIPTION QTY UNIT UNIT PRICE AMOUNT
------------- Days of Minimum # Price --------- ---------- ------
ON-SITE TRAINING Training of per
Location as specified Contractor Location
employees to
provide trng
SubCLIN
National Guard Bureau
----------------------
<S> <C> <C> <C> <C> <C> <C>
0221CD Tacoma, WA 3 2 $8,773.00 1 EA $ 8,773.00 $ 8,773.00
0221CE Suwanee, GA 3 2 $2,873.00 1 EA $ 2,873.00 $ 2,873.00
OPTION SLINs OPTION YEAR 3
Marine Corps Reserve
----------------------
0321AS I&I Chicopee, MA 2 1 $2,100.00 1 EA $ 4,101.00 $ 4,101.00
I&I Camp Edwards, MA 2 1 $2,001.00
0321AT I&I Garden City, NY 2 1 $3,116.00 1 EA $ 3,116.00 $ 3,116.00
0321AU I&I Harrisburg, PA 2 1 $2,745.00 1 EA $ 2,745.00 $ 2,745.00
0321AV I&I I&I Albany, NY 2 1 $2,874.00 1 EA $ 2,874.00 $ 2,874.00
0321AW I&I Dover, NJ 2 1 $2,744.00 1 EA $ 2,744.00 $ 2,744.00
0321AX I&I Brook Point, OH 2 1 $2,749.00 1 EA $ 2,749.00 $ 2,749.00
0321AY I&I Lansing, MI 2 1 $2,643.00 1 EA $ 2,643.00 $ 2,643.00
0321AZ I&I Nashville, TN 2 1 $1,623.00 1 EA $ 3,506.00 $ 3,506.00
I&I Johnson City, TN 2 1 $1,883.00
0321BA I&I Corpus Christi, TX 2 1 $2,841.00 1 EA $ 2,841.00 $ 2,841.00
0321BB I&I Chicago, IL 2 1 $3,011.00 1 EA $ 3,011.00 $ 3,011.00
0321BC I&I New Orleans, LA 2 1 $2,535.00 1 EA $ 2,535.00 $ 2,535.00
0321BD I&I Detroit, MI 2 1 $2,005.00 1 EA $ 5,116.00 $ 5,116.00
I&I Saginaw, MI 2 1 $1,209.00
I&I Grand Rapids, MI 2 1 $1,902.00
0321BE I&I Des Moines, IA 2 1 $2,831.00 1 EA $ 2,831.00 $ 2,831.00
0321BF I&I Milwaukee, WI 2 1 $1,955.00 1 EA $ 9,012.00 $ 9,012.00
I&I Madison, WI 2 1 $1,900.00
I&I Kansas City, MO 2 1 $1,966.00
I&I Springfield, MO 2 1 $1,216.00
I&I Bridgeton, MO 2 1 $1,975.00
0321BG I&I Dallas, TX 2 1 $2,001.00 1 EA $10,142.00 $ 10,142.00
I&I Fort Worth, TX 2 1 $1,249.00
I&I Houston, TX 2 1 $1,270.00
I&I Galveston, TX 2 1 $1,242.00
I&I San Antonio, TX 2 1 $1,232.00
I&I Harlingen, TX 2 1 $1,215.00
I&I Austin, TX 2 1 $1,933.00
0321BH I&I Salt Lake City, UT 2 1 $3,264.00 1 EA $ 3,264.00 $ 3,264.00
0321BJ I&I Las Vegas, NV 2 1 $2,666.00 1 EA $ 2,666.00 $ 2,666.00
0321BK I&I Los Alamitos, CA 2 1 $3,021.00 1 EA $17,868.00 $ 17,868.00
I&I Long Beach, CA 2 1 $2,054.00
I&I Encino, CA 2 1 $2,054.00
I&I Camp Pendleton, CA 2 1 $1,987.00
I&I San Diego, CA 2 1 $1,987.00
I&I Port Huenema, CA 2 1 $2,054.00
I&I San Bruno, CA 2 1 $2,037.00
I&I Alameda, CA 2 1 $2,674.00
0321BL I&I Tampa, FL 2 1 $1,857.00 1 EA $ 3,731.00 $ 3,731.00
I&I Jacksonville, FL 2 1 $1,874.00
0321BM I&I Bessemer, AL 2 1 $1,379.00 1 EA $ 3,179.00 $ 3,179.00
0321BN I&I Montgomery, AL 2 1 $2,029.00 1 EA $ 2,029.00 $ 2,029.00
0321BP I&I Memphis, TN 2 1 $1,851.00 1 EA $ 4,942.00 $ 4,942.00
I&I Broussard, LA 2 1 $1,211.00
I&I N. Little Rock, AR 2 1 $1,880.00
0321BQ I&I Suwanee, GA 2 1 $ 998.00 1 EA $ 998.00 $ 998.00
NATIONAL GUARD BUREAU
----------------------
0321BR Suwanee, GA 3 2 $2,995.00 1 EA $ 2,995.00 $ 2,995.00
0321BS Indianapolis, IN 3 2 $6,318.00 1 EA $ 6,318.00 $ 6,318.00
0321BT Oklahoma City, OK 3 2 $6,591.00 1 EA $ 6,591.00 $ 6,591.00
0321BU Peekskill, NY 3 2 $7,181.00 1 EA $ 7,181.00 $ 7,181.00
0321BV Nashville, TN 3 2 $6,119.00 1 EA $ 6,119.00 $ 6,119.00
0321BW Camp Blanding, FL 3 2 $6,334.00 1 EA $ 6,334.00 $ 6,334.00
0321BX Pineville, LA 3 2 $6,101.00 1 EA $ 6,101.00 $ 6,101.00
0321BY Jackson, MS 3 2 $6,086.00 1 EA $ 6,086.00 $ 6,086.00
0321BZ Austin, TX 3 2 $6,799.00 1 EA $ 6,799.00 $ 6,799.00
0321CA Annville, PA 3 2 $6,698.00 1 EA $ 6,698.00 $ 6,698.00
0321CB East Greenwich, RI 3 2 $6,619.00 1 EA $ 6,619.00 $ 6,619.00
0321CC Camp Edwards, ME 3 2 $6,619.00 1 EA $ 6,619.00 $ 6,619.00
0321CD Bethany Beach, DE 3 2 $5,768.00 1 EA $ 5,768.00 $ 5,768.00
0321CE San Juan, PR 3 2 $7,473.00 1 EA $ 7,473.00 $ 7,473.00
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
A00005
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
08/29/95
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY CODE S1103A
-------------
DCMAP ATLANTA
805 WALKER STREET
MARIETTA, GEORGIA 30060-2789
INFO:
JO LUEDTKE, DCMDS-GAMA (404)590-6398/DSN697-6398
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE
-------------
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS, INC.
7340 MCGINNIS FERRY ROAD
SUWANEE, GEORGIA 30174
- --------------------------------------------------------------------------------
CODE 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
9A. AMENDMENT OF SOLICITATION NO.
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
08/04/94
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the followng methods:
(a) By completeing items 8 and 15, and returning copies of the amendment; (b)
---
By acknowledging receipt of this amendment on each copy of the offer submitted;
or (c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of
this amendment you desire to change an offer already submitted, such change may
be made by telegram or letter, provided each telegram or letter makes reference
to the solicitation and this amendment, and is received prior to the opening
hour and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
NO CHANGE IN TOTAL CONTRACT AMOUNTS
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority)
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
MUTUAL AGREEMENT OF BOTH PARTIES OF THE CONTRACT.
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document and
return ORI copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
1. The purpose of this modification is to revise the delivery schedule for
13 unites as identified below.
CLIN QTY DESCRIPTION OLD DEL DATE NEW DEL DATE
0007 7 EA SMAW 31 Jul 95 01 Sep 95
0129AA 6 EA Deployment Cases 16 Aug 95 18 Sep 95
2. As consideration for extended delivery, contractor offers early delivery
for the 6 units as identified below to Camp Lejeune:
0119AB 5 EA Night Vision Not Established 01 Sep 95
0128AB 1EA IST Adapter Not Established 18 Sep 95
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
BOB TERRY, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/S/ Bob Terry
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
11 Sep 95
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
PATRICK GOURLEY, Administrative Contracting Officer
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/S/ Patrick Gourley
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
11 Sep 95
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
NSN 7540-01-152-9070 Created using PerForm Pro software STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
FAR(48CFR) 53.243
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
A00005
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
08/29/95
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY CODE S1103A
-------------
DCMAO Atlanta
805 Walker Street
Marietta, GA 30060-2789
INFO:
Jo Luedtke, DCMDS-GAMA (404)590-6398/DSN697-6398
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE
-------------
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC.
7340 McGinnis Ferry Road
Suwanee, GA 30174
- --------------------------------------------------------------------------------
CODE 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
-
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
08/04/94
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing items 8 and 15, and returning copies of the amendment;
---
(b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN RESULT IN REJECTION OF YOUR OFFER. If by virtue of
this amendment you desire to change an offer already submitted, such change may
be made by telegram or letter, provided each telegram or letter makes reference
to the solicitation and this amendment, and is received prior to the opening
hours and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
NO CHANGE IN TOTAL CONTRACT AMOUNTS
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
<PAGE>
IT MODIFIES THE CONTRACT ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
- --- CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
MUTUAL AGREEMENT OF BOTH PARTIES OF THE CONTRACT.
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document and
return ORI copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
1. The purpose of this modification is to revise the delivery schedule for
13 units as identified below.
CLIN QTY DESCRIPTION OLD DEL DATE NEW DEL DATE
0007 7 EA SMAW 31 Jul 95 01 Sep 95
0129AA 6 EA Deployment Cases 16 Aug 95 18 Sep 95
2. As consideration for extended delivery, contractor offers early delivery
for the 6 units as identified below to Camp Lejeune:
0119AB 5 EA Night Vision Not Established 01 Sep 95
0128AB 1EA IST Adapter Not Established 18 Sep 95
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry
Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/S/ Bob Terry
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
/S/ 11 Sep 95
-------------
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF SIGNER (Type or print)
PATRICK GOURLEY, Administrative Contracting Officer
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/S/ Patrick Gourley
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
11 Sep 95
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
NSN 7540-01-152-8070 Created using PerForm Pro software STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
FAR(48CFR) 53.243
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00020
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See Block 16C
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 3JC, MARCORSYSCOM
2033 BARNETT AVE, SUITE 315
QUANTICO, VIRGINIA 22134-5010
BUYER: MR. JEFF CAMPBELL 703-784-5822 Ext. 234
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA, GEORGIA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE GEORGIA 30174-2806
TIN#: 570777018 DUNS #: 120944665
- --------------------------------------------------------------------------------
CODE 76478 FACILITY CODE
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
94 AUG 04
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended,( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning copies of the amendment;
---
(b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDEGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required) N/A
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES
THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify Authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
XX B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- --------------------------------------------------------------------------------
D. OTHER (specify Type of Modification and Authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor (X) is not, ( ) is required to sign this document and
return copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
The purpose of this modification is to: MODIFY THE FOLLOWING STRICOM
DELIVERY LOCATION LISTED ON PAGE 4 OF MOD P00018.
THE FOLLOWING ADDRESS SHALL BE DELETED IN ITS ENTIRETY:
TRANSPORTATION OFFICER, BUILDING 817
FORT CHAFFEE AR 72905-5000
M/F: TRAINING SUPPORT CENTER
TADSS STORAGE, BUILDING 2042
FORT CHAFFEE AR 72905-5000
DODAAC W41XZR
POC: A. GILBERT
AND SHALL BE REPLACED WITH:
TRANSPORTATION OFFICER, BUILDING 1610
FORT EUTIS VA 23604 5000
DODAAC W26DDJ (804) 878-5971
M/F: TRAINING SUPPORT CENTER, BUILDING 2715C
DODAAC W26RK3 (MISSION PROPERTY) (804)878-4831 OR (804)878-3296
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
BOB TERRY, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Bob Terry
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
28 SEPTEMBER 1995
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
GLENN O. CRUZE, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/S/ GLENN O. CRUZE
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
SEPTEMBER 27, 1995
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00021
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See Block 16C
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN: CODE CTQ 3JC, MARCORSYSCOM
2033 BARNETT AVE, SUITE 315
QUANTICO, VIRGINIA 22134-5010
BUYER: MR. JEFF CAMPBELL 703-784-5822 ext. 234
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA GEORGIA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and ZIP Code)
FIREARMS TRAINING SYSTEMS, INC (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE, GEORGIA 30174-2806
TIN #: 570777018 DUNS #: 120944665
- --------------------------------------------------------------------------------
CODE 76478 FACILITY CODE
- --------------------------------------------------------------------------------
(x) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
94 AUG 04
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the followng methods: (a)
By completeing items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFER PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN RESULT IN REJECTION OF YOUR OFFER. If by virtue of
this amendment you desire to change an offer already submitted, such change may
be made by telegram or letter, provided each telegram or letter makes reference
to the solicitation and this amendment, and is received prior to the opening
hour and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
N/A
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
XX ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
E. IMPORTANT: Contractor is not ( ) is (x) required to sign this
document and return copies to the issuing office.
---
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
The purpose of this modification is to: MODIFY THE FOLLOWING NGB DELIVERY
DATES LISTED IN MOD P00018.
THE FOLLOWING LOCATIONS SHALL HAVE THEIR ORIGINAL DELIVERY DATE OF 29 SEP 95
DELETED, AND THEY SHALL BE REPLACED WITH THE DELIVERY DATE OF 5 OCT 95:
1) NGB DELIVERY #24
2) NGB DELIVERY #25
3) NGB DELIVERY #26
4) NGB DELIVERY #27
THERE WHALL BE NO CHANGE IN CONTRACT PRICE DUE TO THE GOVERNMENT CHANGE OF
DELIVERY LOCATION FOR STRICOM UNITYS WHICH WAS ESTABLISHED IN MOD P00020.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
GLENN O. CRUZE, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/S/
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00022
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See Block 16C
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 3LW, MARCORSYSCOM
2033 BARNETT AVE, SUITE 315
QUANTICO VIRGINIA 22134-5010
BUYER: LISA CAMPBELL 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If Other Than Item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA, GEORGIA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE, GEORGIA 30174-2806
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:(a)
By completing Items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
Not Applicable.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- --------------------------------------------------------------------------------
D. OTHER (Specify Type of Modification and Authority)
FAR Clause 52.212-13, STOP WORK ORDER, (AUG 1989)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor (X) is not, ( ) is required to sign this document and
return copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
The purpose of this modification is to stop work on contract line item
number (CLIN) 0129 for Deployment Cases.
a. In accordance with FAR clause 52.212-13, STOP WORK ORDER (AUG 1989), of
Contract M67854-94-C-2014, the Contractor is hereby ordered to stop work
on CLIN 0129, Deployment Cases, for a period of 90 work days.
b. The contractor shall cease issuance of any further orders for materials
or services related to CLIN 0129 until the Stop Work Order is
terminated.
c. The contractor shall stop work on any subcontracts under CLIN 0129.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
11 OCTOBER 1995
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
GLENN O. CRUZE, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/S/ GLENN O. CRUZE
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
OCTOBER 11, 1995
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00023
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See block 16C
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 3LC, MARCORSYSCOM
BARNETT AVE SUITE 315
QUANTICO VA 22134-5010
BUYER: LISA WERBICKAS 703-784-5822 EXT. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
DCMAO ATLANTA -------------
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA GA, 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE GA 30174-2806
TIN: 57-0777-018 DUNS#: 12-094-4665
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
9A. AMENDMENT OF SOLICITATION NO.
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the followng methods: (a)
By completeing items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
See paragraph 13 on page 5 of this modification.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
AND MUTUAL AGREEMENT OF THE PARTIES AND SECTION C-3 EXERCISE OF
OPTIONS
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE ATTACHED.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Bob Terry
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
25 OCT. 1995
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
GLENN O. CRUZE, UNITED STATES MARINE CORPS.
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ Glenn O. Cruze
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
OCT 26 1995
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00023
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See block 16C
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 3LW, MARCORSYSCOM
BARNETT AVE SUITE 315
QUANTICO VA 22134-5010
BUYER: LISA WERBICKAS 703-784-5822 EXT. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE s1103A
DCMAO ATLANTA -------------
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE GA 30174-2806
TIN: 57-0777-018 DUNS#: 12-094-4665
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
[x] 9A. AMENDMENT OF SOLICITATION NO.
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
[x] 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the followng methods: (a)
By completing Items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of
this amendment you desire to change an offer already submitted, such change may
be made by telegram or letter, provided each telegram or letter makes reference
to the solicitation and this amendment, and is received prior to the opening
hour and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
See paragraph 13 on page 5 of this modification.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
MUTUAL AGREEMENT OF THE PARTIES AND SECTION C-3 EXERCISE OF OPTIONS
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (x) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE ATTACHED.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Bob Terry
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE
Oct. 26, 95
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
Glenn O. Cruze, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ Glenn O. Cruze
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
26 Oct. 1995
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00023
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See block 16C
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 3LW, MARCORSYSCOM
BARNETT AVE SUITE 315
QUANTICO VA 22134-5010
BUYER: LISA WERBICKAS 703-784-5822 EXT. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE s1103A
DCMAO ATLANTA -------------
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE GA 30174-2806
TIN: 57-0777-018 DUNS#: 12-094-4665
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the followng methods: (a)
By completeing Items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN RESULT IN REJECTION OF YOUR OFFER. If by virtue of
this amendment you desire to change an offer already submitted, such change may
be made by telegram or letter, provided each telegram or letter makes reference
to the solicitation and this amendment, and is received prior to the opening
hour and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
See paragraph 13 on page 5 of this modification.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
MUTUAL AGREEMENT OF THE PARTIES AND SECTION C-3 EXERCISE OF
OPTIONS
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (x) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE ATTACHED.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Bob Terry
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE
Oct. 26, 95
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
Glenn O. Cruze, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ Glenn O. Cruze
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE
26 Oct. 1995
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
-50-
<PAGE>
M67854-94-C-2014
Modification P00023
The purpose of this modification is to: 1) correct administrative errors in
Modifications P00006 and P00019, 2) correct a delivery quantity for Fort Eustis,
3) correct a delivery quantity for Camp Pendleton, 4) cancel the stop work order
of Modification P00022 and cancel 9 Sets of Deployment cases under CLIN 0129 as
a no-cost settlement, 5) provide the Government depot storage and administration
at no cost in lieu of correction to the sets of deployment cases, 6) change the
Project Officer, 7) provide additions to the delivery schedule in Section F-3
(See Attachments "A," "B," and "C."), 8) authorized acceptance and delivery of
AT-4s and M-2s previously scheduled for delivery, 9) revise Section G-1,
Purchasing Office POC, 10) revise SOW paragraph 3.1.3.1, 11) revise prices and
provide funds for training video reproduction, 12) exercise options and revise
prices for CLIN 0206, 13) provide funds, and 14) provide a summary of funds on
contract.
1. This modification hereby corrects the following administrative errors:
a. In Modification P00006, Section 1 on page 2, all 4 deliveries of sub-
CLINs listed as "0125AA" for IST Base Unit are hereby corrected to read
"0125AB."
b. In Modification P00019, Section 7 on page 4, the "current obligated
amount on contract" for ACRN "AG" is hereby corrected to read ""$4,480,313"
vice "$4,480,223." All other dollar amounts in Sections 7 and 8 of
Modification P00019 are correct and remain unchanged unless otherwise
stated herein.
2. In Modification P00018, page 4, STRICOM delivery to Fort Chaffee (which was
subsequently changed to Fort Eustis, Virginia, in Modification P00020) the
quantity to be delivered under CLIN 0203AC, M-9 Pistol, is hereby revised from
"12" to "0." This corrects Section F-3 only and results in no change to Section
B. The M-9s, quantity 12, which were delivered to Fort Eustis shall be returned
to the Contractor's facility at the expense of the Government and the applicable
DD250 shall be corrected to change the quantity and price to zero (0) for the M-
9s.
3. In Modification P00006, Delivery #4 to Camp Pendleton, the following
correction in quantity is hereby made:
Del. #4 Quantity changed Quantity changed
CLIN from: to:
- ---- ---------------- ----------------
0008 3 2
0108AA 9 10
-51-
<PAGE>
M67854-94-C-2014
Modification P00023
4. The STOP WORK ORDER of Modification P00022 is hereby canceled and the
following quantities per sub-CLIN are hereby canceled and deleted under CLIN
0129 as shown below:
DELETE:
- -------
CLIN ACRN Supplies/Services QTY/UNIT UNIT PRICE AMOUNT
- ---- ---- ----------------- -------- ---------- ------
0129AA AA DEPLOYMENT 1 EA $2,526.00 $2,526.00/*/
0129AB AD CASES 5 EA $2,526.00 $12,630.00
0129AC AD 3 EA $2,526.00 $7,578.00
-52-
<PAGE>
M67854-94-C-2014
Modification P00023
/*/From CLIN 0129AA under ACRN AA, $2,494 of the $2,526 is transferred to CLIN
0101AA in paragraph 11C of this modification.
For the cancellation of the 9 sets of deployment cases above, the parties agrees
to a no-cost settlement and a contract price reduction of $22,734.00.
5. As consideration for the sets of Deployment Cases that were shipped under
CLIN 0129 that were poorly constructed of inferior materials, the Contractor
agrees to provide depot storage and administrative support from 1 October 1995
through 1 January 1996 at no cost to the Government for all Government Property
and spares related to the USMC, USMC Reserve, and NGB ISMT/IST Program, and the
Contractor agrees to a no-cost settlement for the cancellation of 9 sets of
Deployment Cases under CLIN 0129. (See paragraph 4 above.)
6. In Section E-3 Project Officer and in Section G-2, paragraph (e), the
---------------
Project Officer is hereby changed to:
CAPT PAUL FONTANEZ, PHONE: (703) 784-3310, EXT. 249.
7. The following delivery schedules provided as attachments to this
modification are hereby incorporated into Section F-3, FAR 52.212-1 TIME OF
--------------------
DELIVERY (APR 1984):
- -------------------
Attachment "A" USMC Deliveries #9A-#11B
Attachment "B" NGB Deliveries (#33, 36)
Attachment "C" USMC Training Schedule (Dec 95 - Feb 96)
8. As a result of paragraph 6 of Modification P00018 which permits use of used
and reconditioned material for the AT-4 and M2.50 cal machine gun as specified
within that paragraph, all previously scheduled deliveries of AT-4s and M-2s
that were to be delivered prior to the execution date of this modification are
revised to be due on 16 November 1996 at no change in contract price. All
----------------
deliveries of AT-4s and M-2s scheduled after the date of this modification
remain unchanged.
-53-
<PAGE>
M67854-94-C-2014
Modification P00023
9. In Section G-1 PURCHASING OFFICE POINT OF CONTRACT, the POC is revised to
-----------------------------------
the following:
Lisa Campbell Phone: (703) 784-5822, ext. 225
FAX: (703) 784-5826
COMMANDER
ATTN: CTQ-3LC
MARCORSYSCOM
2033 BARNETT AVE SUITE 315
QUANTICO VA 22134-5010
10. The Statement of Work is revised to include the following to be added to
the end of paragraph 3.1.3.1:
"These videos shall include offensive combat, defensive combat, military
shoot/no-shoot, and desert training. Additionally, the contractor shall
provide reproduction videos for contractor-owned anti-armor, SWAT, and
squad engagement SETS IV."
11. As a result of paragraph 10 above, Section B is revised as follows:
a. The prices for step-ladder range 1-125 are revised and the remaining
prices remain unchanged but are shown for information purposes.
-54-
<PAGE>
M67854-94-C02014
Modification P00023
OPTION STEP-LADDER STEP-LADDER
- ------ ----------- ------------
CLIN SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE
- ---- ----------------- -------- ---- ----------
0101 TRAINING VIDEO 1-125 EA $410.00
REPRODUCTION 126-250 EA $351.00
250-375 EA $350.00
376-500 EA $349.00
0201 TRAINING VIDEO 1-125 EA $429.00
REPRODUCTION 126-250 EA $367.00
250-375 EA $366.00
376-500 EA $366.00
0301 TRAINING VIDEO 1-125 EA $450.00
REPRODUCTION 126-250 EA $385.00
250-375 EA $384.00
376-500 EA $383.00
0401 TRAINING VIDEO 1-125 EA $471.00
REPRODUCTION 126-250 EA $403.00
250-375 EA $402.00
376-500 EA $401.00
b. Section B is revised for the options exercised to date
under CLIN 0101 as follows:
CLIN ACRN Supplies/Services QTY/UNIT UNIT PRICE AMOUNT
- ---- ----- ----------------- -------- ---------- ------------
CHANGED FROM:
- -------------
0101AA AB TRAINING VIDEO 48 EA $352.00 $16,986.00
0101AB AD REPRODUCTION 7 EA $352.00 $2,464.00
0101AC AF 9 EA $352.00 $3,168.00
0101AD AG 27 EA $352.00 $9,504.00
0101AA AA 43 EA $ 58.00 $2,494.00/*/
AD 5 EA $ 58.00 $290.00
0101AB AD 7 EA $ 58.00 $406.00
0101AC AD 9 EA $ 58.00 $522.00
0101AD AF 27 EA $ 58.00 $1,566.00
* Transferred from CLIN 0129AA in paragraph 4 of this
modification.
CHANGED TO:
- -----------
0101AA AA,AD TRAINING VIDEO 48 EA $410.00 $19,680.00
0101AB AD REPRODUCTION 7 EA $410.00 $2,870.00
0101AC AF 9 EA $410.00 $3,690.00
0101AD AG 27 EA $410.00 $11,070.00
-55-
<PAGE>
M67854-94-C-2014
Modification P00023
12. Pursuant to Section C-3 Exercise of Options of the contract and pursuant to
-------------------
the agreement of paragraph 2 in Modification P00013:
a. Option CLIN 0206 is hereby exercised for an additional quantity of 40, and
SLIN 0206AC is hereby created.
b. Pursuant to paragraph 2 in Modification P00013, the additional quantity of
40 is added to the quantity of 35 previously exercised under CLIN 0206 in
Modification P00013 to re-establish the firm-fixed unit price for the total
quantity of 75 (step-ladder range 51-75).
c. The unit price for the previously ordered 35 units is decreased from $19,493
by $1,468 to a new price of $18,025.
d. The amount of SLIN 0206AA is decreased from $58,479.00 by ($4,404.00) to a
---------
new amount of $54,075.00 (ACRN AD).
e. The amount of SLIN 0206AB is decreased from $623,776.00 by ($46,976.00) to a
---------
new amount of $576,800.00 (ACRN AG).
f. The unit price for the options exercised herein, SLIN 0206AC, is $18,025.
g. The following is incorporated in Section B:
CLIN ACRN SUPPLIES/SERVICES QTY UNIT PRICE AMOUNT
- ---- ---- ----------------- --- ---------- ------
DELETE 0206AA AND REPLACE WITH:
0206AA AA 240G MACHINE GUN 3 $18,025.00 $ 54,075.00
DELETE 0206AB AND REPLACE WITH:
0206AB AG 240G MACHINE GUN 32 $18,025.00 $576,800.00
EXERCISED HEREIN:
0206AC AD 240G MACHINE GUN 40 $18,025.00 $721,000.00
13. The following is hereby added to Section G-3 ACCOUNTING AND APPROPRIATION
----------------------------
DATA:
- -----
AA 1731109 6445 031 00701 0 000027 2D 000000 644530036135 decrease ($32.00)
Doc. No. M9545094RC36135, Am. 2 (USMC)
AD 1741109 6445 031 00701 0 000027 2D 000000 644530046092 increase $697,084.00
Doc. No. M9545094RC46092, Am. 2 (USMC)
AF 2152035 56S 6S01 P53702062 3110 S18001 8548550205 850000 352 inc. $522.00
MIPR No. 95MP441 (STRICOM)
AG 9740350 10005 031 00701 0 000027 2D 000000 10050004R009 decrease ($45,410.00)
Doc. No. M9545095RC4R009 (USMCR)
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
-56-
<PAGE>
M67854-94-C-2014
Modification P00023
14. Funds Obligated on contract are as follows:
- ----------------------------------------------------------------------
ACRN: FUNDS AMOUNT INCREASED OR CURRENT
PREVIOUSLY DECREASED ( ) BY THIS OBLIGATED
OBLIGATED ON MODIFICATION: AMOUNT ON
CONTRACT AS OF CONTRACT:
MOD.A00006:
- ----------------------------------------------------------------------
AA $11,300,747 ($32) para. 5 $11,300,715
AB $5,425,000 $0 $5,425,000
AC $1,053,650 $0 $1,053,650
AD $5,619,426 ($12,630) para. 5 $6,316,510
($7,578) para. 5
$290 para. 11c
$406 para. 11c
($4,404) para. 12d
$721,000 para. 12g
TOTAL CHANGE:
$ 697,084
AE $244,200* $0 $244,200
AF $655,715 $522 para. 11c $656,237
AG $4,480,313** $1,566 para. 11c $4,434,903
($46,976) para. 12e
TOTAL CHANGE:
($45,410)
AH $672,469 $0 $672,469
AJ $994,824 $0 $994,824
AK $30,000 $0 $30,000
AL $459,955 $0 $459,955
AM $98,886 $0 $98,886
- ----------------------------------------------------------------------
TOTAL AMOUNT: $31,035,185 $652,164 $31,687,349
- -----------------------------------------------------------------------
* Changed in Modification A00006.
** Corrected in paragraph 1 of this modification.
15. As a result of this modification, the total contract firm-fixed price is
hereby increased from $29,566,130.00 (as last shown in Modification A00006) by
$652,164.00 to a new total contract firm-fixed price of $30,218,294.00.
16. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
-57-
<PAGE>
M67854-94-C-2014
Modification P00023
USMC Delivery #9A
FOB Origin, 16 November 1995
Ship to:
Commanding Officer
Marine Barracks GD/SF
PSC 1401
FPO AE 09596-1401
DODAAC M52570
POC Capt LaClair DSN 723-2279/2344
CLIN Qty Description
- -------- --- -------------------
0001AA 2 ISMT Base Unit
0002 8 M-16
0003 4 M-9
0004 2 Shot Gun
0105AA 1 M-249 SAW
0105AC 1 M-249 SAW
0106AA 2 M240G
0107AA 2 SMAW
0108AA 2 AT-4
0109AA 2 Mk-19
0110AA 2 M-2
0111AA 2 M-203
0012 0 MP-5
0118AA 2 FO
0014 2 Night Vision P00032
0015 2 Training Video
0016AB 2 Training Video
0021 2 O&M Manuals
0024AA 1 Initial Consumables
0117AC 1 Shoot-back
0122AA 1 Scenario Tool Set
ATTACHMENT "A"
-58-
<PAGE>
M67854-94-C-2014
Modification P00023
USMC Delivery #9B
FOB Origin, 16 November 1995
Ship to:
Commanding Officer
MCSFCO Roosevelt Roads
PSC 1008 Box 3003
FPO AA, 34051-8600
DODAAC M52610
POC: Capt D.J. Medrano 809-865-4158/4160 (DSN 831-4158)
CLIN Qty Description
- -------- --- --------------
0100AA 1 ISMT Base Unit
0102AA 4 M-16
0103AA 2 M-9
0104AA 1 Shot Gun 0004 P00032
0105AC 1 M-249 SAW
0106AA 1 M240G
0107AA 1 SMAW
0108AA 1 AT-4
0109AA 1 Mk-19
0110AA 1 M-2
0111AA 1 M-203
0012AA 1 MP-5
0118AB 1 FO
0014 1 Night Vision P00032
0101AA 1 Training Video
0120AA 1 O&M Manuals
-59-
<PAGE>
M67854-94-C-2014
Modification P00023
USMC Delivery #9C
FOB Origin, 16 November 1995
Ship to:
Supply Officer
Training and Education Directorate
Bldg 4335, Rm 159
Marine Corps Air Station
Cherry Point, NC 27533-0019
DODAAC M00146
POC Mr Ethridge, 919-466-5303, DSN 582-5303/2962
CLIN Qty Description
- -------- --- --------------
0100AA 3 ISMT Base Unit
0102AA 12 M-16
0103AA 8 M-9
0004AA 1 Shot Gun
0104AA 2 Shot Gun
0105AC 2 M-249 SAW
0106AA 2 M240G
0107AA 0 SMAW
0108AA 1 AT-4
0109AA 0 Mk-19
0110AA 1 M-2
0111AA 3 M-203
0012 0 MP-5
0118AB 3 FO
0014 3 Night Vision P00032
0101AA 3 Training Video
0120AA 3 O&M Manuals
-60-
<PAGE>
M67854-94-C-2014
Modification P00023
USMC Deliver #10A
FOB Orgin, 15 December 1995
Ship to:
Supply Officer
MCSFCO, Keflavik
PCS 1003, Box 20
FPA AE 09728-0320
DODAAC M52630
POC: Capt Aeschbach 011-354-25-2198 (DSN 450-2198/4482)
CLIN Qty Description
- -------- --- --------------
[S] [C] [C]
0100AA 1 ISMT Base Unit
0102AA 4 M-16
0103AA 2 M-9
0104AA 1 Shot Gun
0105AC 1 M-249 SAW
0106AA 1 M240G
0107AA 1 SMAW
0108AA 1 AT-4
0109AA 1 Mk-19
0110AA 1 M-2
0111AA 1 M-203
0012 1 MP-5
0118AB 1 FO
0014 1 Night Vision
0101AA 1 Training Video
0021 1 O&M Manuals
-61-
<PAGE>
M67854-94-C-2014
Modification P00023
USMC Delivery #10C
FOB Origin, 15 December 1995
Ship to:
Commanding Officer
MCSFCO Rota
PSC 819, Box 13
FPO AE 09645-2700
DODAAC M52600
POC Capt Warner 011-34-56-82-2474 (DSN 727-2474/2472)
CLIN Qty Description
- -------- --- --------------
[S] [C] [C]
0100AA 1 ISMT Base Unit
0102AA 4 M-16
0103AA 2 M-9
0104AA 1 Shot Gun
0105AC 1 M-249 SAW
0106AA 1 M240G
0107AA 1 SMAW
0108AA 1 AT-4
0109AA 1 Mk-19
0110AA 1 M-2
0111AA 1 M-203
0012 1 MP-5
0118AB 1 FO
0014 1 Night Vision P00026
0101AA 1 Training Video
0120AA 1 O&M Manuals
-63-
<PAGE>
M67854-94-C-2014
Modification P00023
USMC Delivery #10E
FOB Origin, 15 December 1995
Ship to:
Commanding Officer
MCSFCO Souda Bay
U. S. Naval Support Activity
PSC 814 Box 34
FPO AE 09865-0117
DODAAC M62540
POC 1stLt Flinter 011-30-821-63383/40 (DSN 266-1369-1367)
CLIN QTY DESCRIPTION
- --------- --- --------------
0100AA 1 ISMT Base Unit
0102AA 4 M-16
0103AA 2 M-9
0104AA 1 Shot Gun
0105AC 1 M-249 SAW
0106AA 1 M240G
0107AA 1 SMAW
0108AA 1 AT-4
01099AA 1 Mk-19
0110AA 1 M-2
0111AC 1 M-203
0012 1 MP-5
0118AB 1 FO
0119AA 1 Night Vision
0101AA 1 Training Video
0120AA 1 O&M Manuals
-64-
<PAGE>
M67854-94-C-2014
Modification P00023
USMC Delivery #10F
FOB Origin, 15 December 1995
Ship to:
Commanding Officer
MCSFCO Diego Garcia
POC: GySgt Stevenson DSN 370-2981/2991/2873
CLIN QTY DESCRIPTION
- -------- --- --------------
0100AA 1 ISMT Base Unit
0102AA 4 M-16
0103AA 2 M-9
0104AA 1 Shot Gun
0105AC 1 M-249 SAW
0106AA 1 M240G
0107AA 1 SMAW
0108AA 1 AT-4
0109AA 1 Mk-19
0110AA 1 M-2
0111AC 1 M-203
0012 1 MP-5
0118AB 1 FO
0119AA 1 Night Vision
0101AA 1 Training Video
0120AA 1 O&M Manuals
-65-
<PAGE>
M67854-94-C-2014
Modification P00023
USMC Delivery #11A
FOB Origin, 16 January 1996
Ship to:
Commanding Officer
ATTN: NCOIC, TAVSD, S3TA
POC Msgt Burgess/GySgt Welch 803-522-7614/7689 (DSN 832-7614)
CLIN QTY DESCRIPTION
- -------- --- --------------
0100AA 2 ISMT Base Unit
0100AB 1 ISMT Base Unit
0102AA 8 M-16
0102AC 4 M-16
0103AA 2 M-9
0103AC 6 M-9
0104AA 3 Shot Gun
0105AC 2 M-249 SAW
0106AA 2 M240G
0107AA 0 SMAW
0108AA 2 AT-4
0109AA 0 Mk-19
0110AA 2 M-2
0111AC 3 M-203
0012 0 MP-5
0118AB 3 FO
0119AA 3 Night Vision
0101AA 3 Training Video
0120AA 2 O&M Manuals
0120AC 1 O&M Manuals
-66-
<PAGE>
M67854-94-C-2014
Modification P00023
USMC Delivery #11B
FOB Origin, 16 January 1996
Ship to:
Commanding General
Traffic Management Office
Attn: TAVSC, Bldg 651
Marine Corps Recruit Depot
Parris Island, SC 29905-9001
DODAAC 32001
POC: Sgt Jones, 803-525-2266
CLIN QTY DESCRIPTION
- ---- --- --------------
0100AB 3 ISMT Base Unit
0102AC 12 M-16
0103AC 8 M-9
0104AA 1 Shot Gun
0105AC 3 M-249 SAW
0106AA 2 M240G
0107AA 1 SMAW
0108AB 1 AT-4
0109AA 1 Mk-19
0110AA 1 M-2
0111AC 5 M-203
0012 0 MP-5
0218AA 3 FO
0119AA 1 Night Vision
0101AA 3 Training Video
0120AC 3 O&M Manuals
-67-
<PAGE>
M67854-94-C-2014
Modification P00023
Delivery #11C, 16 January 1996
Ship to:
Commanding General
Attn: Training Support Division
PSC Box 20004
Marine Corps Base
Camp Lejeune, NC 28542-0004
DODAAC M93177
POC: Mr. Ed Gavre, 910-451-3218/2371
CLIN QTY DESCRIPTION
- -------- --- -----------------
0100AB 6 ISMT Base Unit
0101AA 6 Training Video
0102AC 24 M-16
0103AC 12 M-9
0104AB 6 Shot Gun
0105AC 6 M-249 SAW
0106AA 6 M2406
0107AA 5 SMAW
0108AB 6 AT-4
0109AA 3 Mk-19
0109AB 5 MK-19
0110AA 3 M-2
0110AB 4 M-2
0111AC 6 M-203
0012 4 MP-5
0218AA 6 FO
0119AA 3 Night Vision
0119AB 3 Night Vision
0120AC 6 O&M Manuals
0117AC 1 Shoot-back
0122AA 1 Scenario Tool Set
0128AB 2 IST Adapter
-68-
<PAGE>
M67854-94-C-2014
Modification P00023
Delivery schedule for NGB:
- -------------------------
In Attachment "C" of Modification P00018, the following changes are
incorporated:
a. In NGB Delivery #22, the zip code is provided for Edinburgh, IN:
----------------
46124-1096
b. In NGB Delivery #24, the zip code is provided for Braggs, OK:
----------------
74423-0029
c. In NGB Delivery #33, Delivery date: 30 November 1995, "TBD (WI)"
-------------------------------------------------
is deleted and replaced with the following:
Del.#33 Training and Training Technologies
Battle Lab
BLDG# 3601
Ft. Dix, NJ 08640-5225
POC: MAJ Bill Heineman
(609) 724-6442
UIC: W7KWAA
d. In NGB Delivery #36, Delivery date: 30 November 1995, "TBD (Or)"
-------------------------------------------------
is deleted and replaced with the following:
Del. #36 Oregon Military Department
Detachment 3, HQs STARC
BLDG# 7021
P.O. Box 497E
Warrenton, OR 97146-9711
POC: CPT Rolph
(503) 861-3835; DSN 555-3972
UIC: W88AA3
ATTACHMENT "B"
-69-
<PAGE>
M67854-94-C-2014
Modification P00023
DELIVERY SCHEDULE FOR TRAINING
- ------------------------------
SLIN: LOCATION: TRAINING DATE:
- ----- --------- --------------
0221BB Guantanamo Bay 6-7 DEC 95
0221AT MCSF Puerto Rico 11-12 DEC 95
0023AJ, 0047AJ Cherry Point 13-15 DEC 95
P00029 MCSF Keflavik 15-16 JAN 96
0221AS MCSF London 20-21 JAN 96
0221AS MCSF Rota 24-25 JAN 96
MCSF Naples 15-16 JAN 96
MCSF Souda 20-21 JAN 96
0021AT MCSF Diego Garcia 24-25 FEB 96
ATTACHMENT "C"
-70-
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00024
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See block 16C
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 3LW, MARCORSYCOM
BARRNETT AVE SUITE 315
QUANTICO VA 22134-5010
BUYER: LISA WERBICKAS 703-784-5822 EXT. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
805 WALKER STREET
MARIETTA GA, 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE GA 30174-2806
TIN: 57-0777-018 DUNS #: 12-094-4665
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(x) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
(X)10A. MODIFICATION OF CONTRACT/ORDER
- ---
M67854-94-C-2014
10B. DATED (See Item 13)
- --------------------------------------------------------------------------------
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completeing items 8 and 15, and returning copies of the amendment;
---
(b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFER PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
Not applicable
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
MUTUAL AGREEMENT OF THE PARTIES AND SECTION C-3 EXERCISE OF
OPTIONS
- --------------------------------------------------------------------------------
D. OTHER (specify type of modifications and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (x) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
The purpose of this modification is to 1)Exercise options 0231 - 041 and 2)
revise the training dates at Quantico.
1. Pursuant to Section Section C-3 Exercise of Options of the contract, the
-------------------
following Option CLIN's are hereby exercised at no charge and no change in
contract price: CLINS 0231, 0232, 0233, 0234, 0235, 0236, 0237, 0238, 0239,
0240, and 0241.
2. The parties agree that in paragraph 4 of Modification P00019, the Delivery
Schedule for the ON-SITE TRAINING at Quantico, SLINs 0023AC and 0047AC, is
hereby changed from "7-9 NOV 95" to "14-16 NOV 95."
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Bob Terry
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
3 NOV 1995
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
GLENN O. CRUZE, UNITED STATES MARINE CORPS.
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ Glenn O. Cruze
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
NOV 3 1995
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00024
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See block 16C
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 3LW, MARCORSYSCOM
BARNETT AVE SUITE 315
QUANTICO VA 22134-5010
BUYER: LISA CAMPBELL 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE GA 30174-2806
TIN: 57-0777-018 DUNS #: 12-094-4665
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(x) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
(X)10A. MODIFICATION OF CONTRACT/ORDER
- --- M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the followng methods: (a)
By completeing items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
Not applicable
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
MUTUAL AGREEMENT OF THE PARTIES AND SECTION C-3 EXERCISE OF OPTIONS
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, ( ) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
The purpose of this modification is 1) exercise options 0231 - 0241 and 2)
revise the training dates at Quantico.
1. Pursuant to Section Section C-3 Exercise of Options of the contract, the
following Option CLIN's are hereby exercised at no charge and no change in
contract price: CLINS 0231, 0232, 0233, 0234, 0235, 0236, 0237, 0238, 0239,
0240, and 0241.
2. The parties agree that in paragraph 4 of Modification P00019, the Delivery
Schedule for the ON-SITE TRAINING at Quantico, SLINs 0023AC and 0047AC, is
hereby changed from "7-9 NOV 95" to "14-16 NOV 95."
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Bob Terry
--------------------------
(Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE
3 NOV 1995
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
GLENN O. CRUZE, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ Glenn O. Cruze
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
NOV 3 1995
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
J
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
A00006
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
24 OCT 95
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY DCMDS-GAAA CODE S1103A
-------------
DCMAO ATLANTA
805 Walker Street, Marietta, GA 30060-2789
Contract Administrator: Jo Luedtke
DSN 697-6398 Comm. (404) 590-6398
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE
-------------
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC.
7340 MCGINNIS FERRY ROAD
SUWANEE GA 30174-2806
- --------------------------------------------------------------------------------
CODE 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
9A. AMENDMENT OF SOLICITATION NO.
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing items 8 and 15, and returning copies of the amendment;
---
(b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
AE: 9750400 1320 C299 P5F30 2525 DPAM 5 8040 503733 5F30 63744E NET DECREASE
$17,814
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
FAR 52.243-1 CHANGES - FIXED PRICE
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contract [ ] is not, [x] is required to sign this document and
return copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
The purpose of this modification is to definitize the changes implemented by
modification P00004 at a total price of $244,200.00 as set forth below.
CLIN Description Qty Unit Unit Price Amount
---------------------------------------------------------------------
0125AC Incorporation 6 EA $40,700 $244,200
of ECP 76478-005/94
As a result of this modification the total contract price is hereby increased by
$244,200, from $29,321,930 to $29,566,130. The contractor hereby releases the
Government from any and all further claims which may result as a consequence of
the changes effected by modification P00004.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Bob Terry
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
25 OCT 1995
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
PATRICK GOURLEY Administrative Contracting Officer
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ Patrick Gourley
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
10/25/95
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
<PAGE>
<TABLE>
<CAPTION>
[_] HOT f.a.t.s ENGINEERING CHANGE NOTICE
CLASS ECN #
[_] MCN [_] PNC [X] ENC PAGE 3 OF 5 1 [X] 2 [_] 4443
REVIEW & APPROVALS
-------------------------
<S> <C> <C> <C> <C> <C>
[_] IMMEDIATE
DISTRIBUTION
[_] [_] [_] [_] [_]
PRODUCT Simulator, MK-19 PROJECT ENG. ________ DATE ___ [_] Q43 ATTACHED DISPOSITION CODES
------------------ R & D MGR. __________ DATE ___
RESP. MFG. ENG. _____ DATE ___ [_] TESTING NOT SCRAP S
REQUESTED BY ______________ MAT. CNTRL. _________ DATE ___ REQUIRED ---
SERVICE _____________ DATE ___ _________ REWORK R
SUPERVISOR ________________ PURCH. ______________ DATE ___ TEST MGR ---
PROG. MGT. __________ DATE ___ ______________ MUST CONFORM M
DEPT. _____________________ CONFIG. MGR. ________ DATE ___ FAILURE/PROBLEM ---
Q.A. ________________ DATE ___ [_] RESPONSE USE AS IS U
DATE ______________________ NO.____________ ---
CUSTOMER ___________________
<CAPTION>
DISPOSITION NOTES: I
N
-----------------------------------
H
----------------------------------- O
U
----------------------------------- O I S
N N E
S O F E
T R I Q
O W. D E U
C I. E L I
K P. R D P.
ADD/
COMPONENT DEL/ NEW
ITEM PARENT P/N PART NUMBER CHG QTY REV DOCUMENT TITLE/DESCRIPTION OF CHANGE EFFECITIVTY
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
43 3269490 A Pawl, Feed Tray
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
44 3269491 A Pin, Locking
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
45 3269492 B Bushing, Lever Drive Primary
MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
46 3269497 B Spring, Pawl Feed MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
47 3269498 A Block, Safety Slide
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
48 3269499 A Slide, Safety
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
49 3269502 A Spring, Primary Pawl
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
50 3269503 A Arm, RH
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
51 3269506 A Charger Housing, RH
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
52 3269507 A Charger Housing, RH
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
53 3269512 B Back Plate, Weldment Guide,
Spring MK-19
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
54 3269513 B Plunger, Lock
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
55 3269515 A Spring, Pawl
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
56 3269516 A Lock, Charger Handle
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
57 3269517 A Spring, Sear
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
58 3269518 A Lever, Safety
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
59 3269519 A Safety, Thumb
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
60 3269520 A Plunger, Spring
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
61 3269521 B Pin Safety Lever MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
</TABLE>
REASON FOR ECN:
-----------------------------------------
--------------------------------------------------------
--------------------------------------------------------
[_] DOCS. AS BUILT
[_] DWG CHANGE
+ + + + + + + + + +
<TABLE>
<CAPTION>
[_] HOT f.a.t.s ENGINEERING CHANGE NOTICE
CLASS ECN #
[_] MCN [_] PNC [X] ENC PAGE 3 OF 5 1 [X] 2 [_] 4443
REVIEW & APPROVALS
-------------------------
<S> <C> <C> <C> <C> <C>
[_] IMMEDIATE
DISTRIBUTION
[_] [_] [_] [_] [_]
PRODUCT Simulator, MK-19 PROJECT ENG. ________ DATE ___ [_] Q43 ATTACHED DISPOSITION CODES
------------------ R & D MGR. __________ DATE ___
RESP. MFG. ENG. _____ DATE ___ [_] TESTING NOT SCRAP S
REQUESTED BY ______________ MAT. CNTRL. _________ DATE ___ REQUIRED ---
SERVICE _____________ DATE ___ _________ REWORK R
SUPERVISOR ________________ PURCH. ______________ DATE ___ TEST MGR ---
PROG. MGT. __________ DATE ___ ______________ MUST CONFORM M
DEPT. _____________________ CONFIG. MGR. ________ DATE ___ FAILURE/PROBLEM ---
Q.A. ________________ DATE ___ [_] RESPONSE USE AS IS U
DATE ______________________ NO.____________ ---
CUSTOMER ___________________
<CAPTION>
DISPOSITION NOTES: I
N
-----------------------------------
H
----------------------------------- O
U
----------------------------------- O I S
N N E
S O F E
T R I Q
O W. D E U
C I. E L I
K P. R D P.
ADD/
COMPONENT DEL/ NEW
ITEM PARENT P/N PART NUMBER CHG QTY REV DOCUMENT TITLE/DESCRIPTION OF CHANGE EFFECITIVTY
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
62 3269522 A Pin, Safety Mechanism
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
63 3269523 A Pin, Sear
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
64 3269524 A Arm, LH
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
65 3269533 B Plate, Trigger Manual MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
66 3269534 B Body MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
67 3269535 B Rod Operating MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
68 3269537 A Rod, Buffer
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
69 3269538 A Bushing, Buffer
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
70 3269539 A Spring, RCVR Buffer
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
71 3269543 A WASHER, Buffer
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
72 3269544 A Retainer, Spring
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
73 3269551 A Body, Buffer, Receiver
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
74 3269552 A Buffer Rod Assembly
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
75 3269553 A Pin, Recoil
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
76 3269554 A Retainer, Buffer
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
77 3269555 A Cap, Buffer
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
78 5009369 B Tuble, Handle MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
79 5013684 A Grip, Retracting Slide
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
80 5526201 A Buffer, Sear
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
</TABLE>
REASON FOR ECN:
-----------------------------
---------------------------------------------
---------------------------------------------
[_] DOCS. AS BUILT
[_] DWG CHANGE
+ + + + + + + + + +
<TABLE>
<CAPTION>
[_] HOT f.a.t.s ENGINEERING CHANGE NOTICE
CLASS ECN #
[_] MCN [_] PNC [X] ENC PAGE 5 OF 5 1 [X] 2 [_] 4443
REVIEW & APPROVALS
-------------------------
<S> <C> <C> <C> <C> <C>
[_] IMMEDIATE
DISTRIBUTION
[_] [_] [_] [_] [_]
PRODUCT Simulator, MK-19 PROJECT ENG. ________ DATE ___ [_] Q43 ATTACHED DISPOSITION CODES
------------------ R & D MGR. __________ DATE ___
RESP. MFG. ENG. _____ DATE ___ [_] TESTING NOT SCRAP S
REQUESTED BY ______________ MAT. CNTRL. _________ DATE ___ REQUIRED ---
SERVICE _____________ DATE ___ _________ REWORK R
SUPERVISOR ________________ PURCH. ______________ DATE ___ TEST MGR ---
PROG. MGT. __________ DATE ___ ______________ MUST CONFORM M
DEPT. _____________________ CONFIG. MGR. ________ DATE ___ FAILURE/PROBLEM ---
Q.A. ________________ DATE ___ [_] RESPONSE USE AS IS U
DATE ______________________ NO.____________ ---
CUSTOMER ___________________
<CAPTION>
DISPOSITION NOTES: I
N
-----------------------------------
H
----------------------------------- O
U
----------------------------------- O I S
N N E
S O F E
T R I Q
O W. D E U
C I. E L I
K P. R D P.
ADD/
COMPONENT DEL/ NEW
ITEM PARENT P/N PART NUMBER CHG QTY REV DOCUMENT TITLE/DESCRIPTION OF CHANGE EFFECITIVTY
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
81 5526202 A Rod, Sear Buffer
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
82 5526203 A Washer, Buffer
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
83 6313799 B Bolt, Retracting MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
84 6313800 B Bolt, Retracting MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
85 7265561 B Grip, Handle MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
86 3269400 B Simulator, MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
87 3269401 B Bolt and Back Plate Assy MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
88 3269415 B Control Grip Assembly MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
89 3269426 B Lever, Drive Primary MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
90 3269429 B Housing, Feeder MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
91 3269431 B Tray, Feed MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
92 3269457 B Sear, Bolt MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
93 3269460 B Receiver MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
94 3269461 B Bolt, MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
95 3269470 B Sear, Receiver MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
96 3269484 B Top, Cover MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
97 1010639 A Casting, Top Cover MK-19
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
</TABLE>
REASON FOR ECN:
-----------------------------------------
--------------------------------------------------------
--------------------------------------------------------
[_] DOCS. AS BUILT
[_] DWG CHANGE
+ + + + + + + + + +
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 2
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00025
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See block 16C
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
CODE CTQ 3Lc, MARCORSYSCOM
BARNETT AVE SUITE 315
QUANTICO, VA 22134-5010
BUYER: LISA WERBICKAS 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE GA 30174-2806
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(x) 9A. AMENDMENT OF SOLICITATION NO
- ---------------------------------------
9B. DATED (See Item 11)
- ---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
- ---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing items 8 and 15, and returning --- copies of the amendment; (b)
By acknowledging receipt of this amendment on each copy of the offer submitted;
or (c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFER PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
NOT APPLICABLE
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
MUTUAL AGREEMENT OF THE PARTIES AND SECTION C-3 EXERCISE OF OPTIONS
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor (X) is not, ( ) is required to sign this document and
return copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE ATTACHED.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
----------------------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
GLEN O. CRUZE, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ GLENN O. CRUZE
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
14 Novmber, 1995
- --------------------------------------------------------------------------------
-48-
<PAGE>
M67854-94-C-2014
Modification P00025
The purpose of this modification is to: 1) correct administrative errors in
Modifications P00006 and P00018 and 2) revise NGB Delivery #33.
1. This modification hereby corrects the following administrative errors:
a. In Modification P00006, page 4, USMC Delivery #2 to Camp Lejeune, the
following correction in quantity is hereby made:
Del. #2 Quantity changed Quantity changed
CLIN from: to:
---- ----- ---
0006 9 8
0106AA 0 1
b. In Modification P00018, paragraph 7(f), the description of SLIN 0125AF
is revised to the following:
"Deviation D0001-95 for the units contained in SLIN 0125AE only." (vice
0125AD)
2. In Modification P00023, Attachment "B," paragraph (c), NGB Delivery #33,
-----------------
Delivery date: 30 November 1995, is revised from the Ft. Dix, NJ address to the
- --------------------------------
following:
NGB Del. #33 1/121 Infantry
Maynard and Lee Street
Winder, GA 30680
POC: 1LT White
(404) 867-8336
3. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
-49-
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00026
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See block 16C
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 3LC, MARCORSYSCOME
2033 BARNETT AVE SUITE 315
QUANTICO VA 22134-5010
BUYER: LISA CAMPBELL 703-784-5822 EXT. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than Item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE GA 30174-2806
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the followng methods: (a)
By completeing items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFER PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN RESULT IN REJECTION OF YOUR OFFER. If by virtue of
this amendment you desire to change an offer already submitted, such change may
be made by telegram or letter, provided each telegram or letter makes reference
to the solicitation and this amendment, and is received prior to the opening
hour and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
Not applicable.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
<PAGE>
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b)
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
AND MUTUAL AGREEMENT OF THE PARTIES
- --------------------------------------------------------------------------------
D. OTHER (specify type of modifications and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, ( ) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE ATTACHED.
Except as provided herein, all terms and conditions of the document referenced
in item A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Bob Terry
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
11/29/95
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
ELLEN SIMONOFF, UNITED STATES MARINE CORPS.
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ Ellen Simonoff
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
30 NOV 95
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
-45-
<PAGE>
M67854-94-C-2014
Modification P00026
The purpose of this modification is to incorporate ECP 76478-007/95 at no change
in contract price and to make corrections and revisions to Section F.
Accordingly, the above numbered contract is modified as follows:
1. In order to concur with and incorporate Engineering Change Proposal 76478-
007/95 provided as Attachment 1 to this modification, the above numbered
contract is hereby modified as follows:
a. Description of Change
---------------------
Change source of supply for MK19 simulators. See Block 19 of Attachment 1.
b. Production Effectivity
----------------------
The changes in paragraph 1.a. shall be incorporated into CLINs 0009 and
0109 not delivered prior to this modification and Option CLINs 0209, 0309,
and 0409 if and to the extent exercised.
c. Effect on Delivery Schedule
---------------------------
None.
d. No Change in Contract Price
---------------------------
There is no change in contract price as a result of this change.
2. The following changes are hereby made in Section F:
a. In Modification P00013, Attachment "A," SLIN "0104AB" under "0104" is
----
changed to: "0104AD."
b. In Modification P00018, paragraph 8 on page 9, the location assigned
for shipping under Document Number W32G11-5216-9850 is revised from "Fort
Chaffee, AR" to "Fort Eustis, VA."
c. In Modification P00018, Attachment "C," National Guard Bureau (NGB)
Deliveries #20 through #42 are hereby revised as follows:
Delete: 0118AB Forward Observer Qty 1
Replace with: 0118AC Forward Observer Qty 1
-46-
<PAGE>
M67854-94-C-2014
Modification P00026
d. In Modification P00023, Attachment "A," USMC Delivery #10B is revised
as follows:
Delete: 0021 O&M Manual Qty 1
Replace with: 0120AA O&M Manual Qty 1
e. In Modification P00023, Attachment "A," USMC Delivery #10C is revised
as follows:
Delete: 0014AA
Replace with: 0014
3. The delivery of SLINs 0017AA and 0017AB, as stipulated in paragraph 3 of
Modification P00018, is due on 1 December 1995. Early delivery on 30 November
1995 is authorized. Note: As noted in Attachments "A" and "B" of Modification
P00018, partial shipments are not authorized.
4. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
-47-
<PAGE>
ENGINEERING CHANGE PROPOSAL (ECP), PAGE 1
Public reporting burden for this collection of information is estimated to
average 2 hours per response, including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed, and
completing and reviewing the collection of information. Send comments regarding
the burden estimate or any other aspect of this collection of information,
including suggestions for reducing this burden, to Department of Defense,
Washington Headquaters Services, Directorate for information Operations and
Reports, 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA 22202-4302, and
to the Office of Management and Budget, Paperwork Reduction Project (0704-0188),
Washington, DC 20503.
PLEASE DO NOT RETURN YOUR COMPLETED FORM TO EITHER OF THESE ADDRESSES. RETURN
------
COMPLETED FORM TO THE GOVERNMENT ISSUING CONTRACTING OFFICER FOR THE
CONTRACT/PROCURING ACTIVITY NUMBER LISTED IN ITEM 2 OF THIS FORM.
- --------------------------------------------------------------------------------
1. DATE (YYMMDD) Form Approved
95/11/29 OMB No. 0704-0188
- --------------------------------------------------------------------------------
2. PROCURING ACTIVITY NO.
M67854
- --------------------------------------------------------------------------------
3. DODAAC
- --------------------------------------------------------------------------------
4. ORIGINATOR
a. TYPED NAME (First, Middle Initial, Last)
Firearms Training Systems, Inc.
b. ADDRESS (Street, City, State, Zip Code)
7340 McGinnis Ferry Road
Suwanee, GA 30174
- --------------------------------------------------------------------------------
5. CLASS OF ECP
II
- --------------------------------------------------------------------------------
6. JUST CODE.
0
- --------------------------------------------------------------------------------
7. PRIORITY
R
- --------------------------------------------------------------------------------
8. ECP DESIGNATION
a. MODEL/TYPE b. CAGE CODE c. SYSTEM DESIGNATION
76478 ISMT
d. ECP NO. e. TYPE f. REV
76478-007/95 F R1
- --------------------------------------------------------------------------------
9. BASELINE AFFECTED
[_] FUNCTIONAL [X] PRODUCT
[_] ALLOCATED
- --------------------------------------------------------------------------------
10. OTHER SYS./CONFIG. ITEMS AFFECTED
[_] YES [X] NO
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
11. SPECIFICATIONS AFFECTED 12. DRAWINGS AFFECTED
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
CAGE Code Specification/Document No. Rev. SCN CAGE Code Number Rev. NOR
<S> <C> <C> <C> <C> <C> <C> <C> <C>
a. SYSTEM PD-94-003
- ------------------------------------------------------------------------------------------------------------------------
b. DEVELOPMENT
- ------------------------------------------------------------------------------------------------------------------------
c. PRODUCT
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
13. TITLE OF CHANGE Change source of supply for MK19 simulators.
- --------------------------------------------------------------------------------
14. CONTRACT NO. AND LINE ITEM
M67854-94-C-2014 CLIN 0009, 0109, 0209, 0309,
0409
- --------------------------------------------------------------------------------
15. PROCURING CONTRACTING OFFICER
a. NAME (First, Middle Initial, Last) Glenn O. Cruze
b, CODE CTQ
c. TELEPHONE NO. 703-640-5822X
- --------------------------------------------------------------------------------
16. CONFIGURATION ITEM NOMENCLATURE MK-19 Heavy Machine Gun
- --------------------------------------------------------------------------------
17. IN PRODUCTION
[X] [_] NO
YES
- --------------------------------------------------------------------------------
18. ALL LOWER LEVEL ITEMS AFFECTED
a. NOMENCLATURE N/A b. PART NO. c. NSN
- --------------------------------------------------------------------------------
19. DESCRIPTION OF CHANGE Change source of supply for MK19 simulators.
- --------------------------------------------------------------------------------
20. NEED FOR CHANGE
Cost of MK19 provided by Saco Defense and intent to make into a non-gun.
- --------------------------------------------------------------------------------
21. PRODUCTION EFFECTIVITY BY SERIAL NUMBER
- --------------------------------------------------------------------------------
22. EFFECT ON PRODUCTION DELIVERY SCHEDULE
None
- --------------------------------------------------------------------------------
23 RETROFIT
a. RECOMMENDED ITEM EFFECTIVITY
b. SHIP/VEHICLE CLASS AFFECTED
c. ESTIMATED KIT DELIVERY SCHEDULE
d. LOCATIONS OR SHIP/VEHICLE NUMBERS AFFECTED
- --------------------------------------------------------------------------------
24. ESTIMATED COSTS/SAVINGS UNDER CONTRACT
- --------------------------------------------------------------------------------
25. ESTIMATED NET TOTAL COSTS/SAVINGS
- --------------------------------------------------------------------------------
26 SUBMITTING ACTIVITY
a. AUTHORIZED SIGNATURE /s/ Bob Terry
b. TITLE Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
27. APPROVAL/DISAPPROVAL
a. CLASS I
APPROVAL DISAPPROVAL
[_] RECOMMENDED [_] RECOMMENDED
b. CLASS II
[X] APPROVED [_] DISAPPROVED
c. CLASS III [_] DO NOT CONCUR IN
[_] CONCUR IN CLASSIFICATION OF
CLASSIFI- CHANGE
CATION OF
CHANGE
d. GOVERNMENT ACTIVITY
e. SIGNATURE
f. DATE SIGNED
(YYMMDD)
g. APPROVAL
[X] APPROVED
[_] DISAPPROVED
h. GOVERNMENT ACTIVITY
MARCORSYSCOM
i. SIGNATURE
/s/ Carl J. Fortenburg
j. DATE SIGNED
(YYMMDD)
9511.29
- --------------------------------------------------------------------------------
DD Form 1692, APR 92 EF-V1) (parFORM PRO) Previous editions are obsolete.
<PAGE>
<TABLE>
<CAPTION>
[_] HOT f.a.t.s ENGINEERING CHANGE NOTICE
CLASS ECN #
[_] MCN [_] PNC [X] ENC PAGE 3 OF 5 1 [X] 2 [_] 4443
REVIEW & APPROVALS
-------------------------
<S> <C> <C> <C> <C> <C>
[_] IMMEDIATE
DISTRIBUTION
[_] [_] [_] [_] [_]
PRODUCT Simulator, MK-19 PROJECT ENG. ________ DATE ___ [_] Q43 ATTACHED DISPOSITION CODES
------------------ R & D MGR. __________ DATE ___
RESP. MFG. ENG. _____ DATE ___ [_] TESTING NOT SCRAP S
REQUESTED BY ______________ MAT. CNTRL. _________ DATE ___ REQUIRED ---
SERVICE _____________ DATE ___ _________ REWORK R
SUPERVISOR ________________ PURCH. ______________ DATE ___ TEST MGR ---
PROG. MGT. __________ DATE ___ ______________ MUST CONFORM M
DEPT. _____________________ CONFIG. MGR. ________ DATE ___ FAILURE/PROBLEM ---
Q.A. ________________ DATE ___ [_] RESPONSE USE AS IS U
DATE ______________________ NO.____________ ---
CUSTOMER ___________________
<CAPTION>
DISPOSITION NOTES: I
N
-----------------------------------
H
----------------------------------- O
U
----------------------------------- O I S
N N E
S O F E
T R I Q
O W. D E U
C I. E L I
K P. R D P.
ADD/
COMPONENT DEL/ NEW
ITEM PARENT P/N PART NUMBER CHG QTY REV DOCUMENT TITLE/DESCRIPTION OF CHANGE EFFECITIVTY
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
43 3269490 A Pawl, Feed Tray
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
44 3269491 A Pin, Locking
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
45 3269492 B Bushing, Lever Drive Primary
MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
46 3269497 B Spring, Pawl Feed MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
47 3269498 A Block, Safety Slide
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
48 3269499 A Slide, Safety
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
49 3269502 A Spring, Primary Pawl
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
50 3269503 A Arm, RH
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
51 3269506 A Charger Housing, RH
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
52 3269507 A Charger Housing, RH
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
53 3269512 B Back Plate, Weldment Guide,
Spring MK-19
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
54 3269513 B Plunger, Lock
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
55 3269515 A Spring, Pawl
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
56 3269516 A Lock, Charger Handle
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
57 3269517 A Spring, Sear
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
58 3269518 A Lever, Safety
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
59 3269519 A Safety, Thumb
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
60 3269520 A Plunger, Spring
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
61 3269521 B Pin Safety Lever MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
</TABLE>
REASON FOR ECN:
-----------------------------------------
--------------------------------------------------------
--------------------------------------------------------
[_] DOCS. AS BUILT
[_] DWG CHANGE
+ + + + + + + + + +
<TABLE>
<CAPTION>
[_] HOT f.a.t.s ENGINEERING CHANGE NOTICE
CLASS ECN #
[_] MCN [_] PNC [X] ENC PAGE 3 OF 5 1 [X] 2 [_] 4443
REVIEW & APPROVALS
-------------------------
<S> <C> <C> <C> <C> <C>
[_] IMMEDIATE
DISTRIBUTION
[_] [_] [_] [_] [_]
PRODUCT Simulator, MK-19 PROJECT ENG. ________ DATE ___ [_] Q43 ATTACHED DISPOSITION CODES
------------------ R & D MGR. __________ DATE ___
RESP. MFG. ENG. _____ DATE ___ [_] TESTING NOT SCRAP S
REQUESTED BY ______________ MAT. CNTRL. _________ DATE ___ REQUIRED ---
SERVICE _____________ DATE ___ _________ REWORK R
SUPERVISOR ________________ PURCH. ______________ DATE ___ TEST MGR ---
PROG. MGT. __________ DATE ___ ______________ MUST CONFORM M
DEPT. _____________________ CONFIG. MGR. ________ DATE ___ FAILURE/PROBLEM ---
Q.A. ________________ DATE ___ [_] RESPONSE USE AS IS U
DATE ______________________ NO.____________ ---
CUSTOMER ___________________
<CAPTION>
DISPOSITION NOTES: I
N
-----------------------------------
H
----------------------------------- O
U
----------------------------------- O I S
N N E
S O F E
T R I Q
O W. D E U
C I. E L I
K P. R D P.
ADD/
COMPONENT DEL/ NEW
ITEM PARENT P/N PART NUMBER CHG QTY REV DOCUMENT TITLE/DESCRIPTION OF CHANGE EFFECITIVTY
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
62 3269522 A Pin, Safety Mechanism
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
63 3269523 A Pin, Sear
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
64 3269524 A Arm, LH
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
65 3269533 B Plate, Trigger Manual MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
66 3269534 B Body MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
67 3269535 B Rod Operating MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
68 3269537 A Rod, Buffer
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
69 3269538 A Bushing, Buffer
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
70 3269539 A Spring, RCVR Buffer
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
71 3269543 A WASHER, Buffer
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
72 3269544 A Retainer, Spring
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
73 3269551 A Body, Buffer, Receiver
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
74 3269552 A Buffer Rod Assembly
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
75 3269553 A Pin, Recoil
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
76 3269554 A Retainer, Buffer
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
77 3269555 A Cap, Buffer
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
78 5009369 B Tuble, Handle MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
79 5013684 A Grip, Retracting Slide
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
80 5526201 A Buffer, Sear
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
</TABLE>
REASON FOR ECN:
-----------------------------
---------------------------------------------
---------------------------------------------
[_] DOCS. AS BUILT
[_] DWG CHANGE
+ + + + + + + + + +
<TABLE>
<CAPTION>
[_] HOT f.a.t.s ENGINEERING CHANGE NOTICE
CLASS ECN #
[_] MCN [_] PNC [X] ENC PAGE 5 OF 5 1 [X] 2 [_] 4443
REVIEW & APPROVALS
-------------------------
<S> <C> <C> <C> <C> <C>
[_] IMMEDIATE
DISTRIBUTION
[_] [_] [_] [_] [_]
PRODUCT Simulator, MK-19 PROJECT ENG. ________ DATE ___ [_] Q43 ATTACHED DISPOSITION CODES
------------------ R & D MGR. __________ DATE ___
RESP. MFG. ENG. _____ DATE ___ [_] TESTING NOT SCRAP S
REQUESTED BY ______________ MAT. CNTRL. _________ DATE ___ REQUIRED ---
SERVICE _____________ DATE ___ _________ REWORK R
SUPERVISOR ________________ PURCH. ______________ DATE ___ TEST MGR ---
PROG. MGT. __________ DATE ___ ______________ MUST CONFORM M
DEPT. _____________________ CONFIG. MGR. ________ DATE ___ FAILURE/PROBLEM ---
Q.A. ________________ DATE ___ [_] RESPONSE USE AS IS U
DATE ______________________ NO.____________ ---
CUSTOMER ___________________
<CAPTION>
DISPOSITION NOTES: I
N
-----------------------------------
H
----------------------------------- O
U
----------------------------------- O I S
N N E
S O F E
T R I Q
O W. D E U
C I. E L I
K P. R D P.
ADD/
COMPONENT DEL/ NEW
ITEM PARENT P/N PART NUMBER CHG QTY REV DOCUMENT TITLE/DESCRIPTION OF CHANGE EFFECITIVTY
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
81 5526202 A Rod, Sear Buffer
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
82 5526203 A Washer, Buffer
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
83 6313799 B Bolt, Retracting MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
84 6313800 B Bolt, Retracting MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
85 7265561 B Grip, Handle MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
86 3269400 B Simulator, MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
87 3269401 B Bolt and Back Plate Assy MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
88 3269415 B Control Grip Assembly MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
89 3269426 B Lever, Drive Primary MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
90 3269429 B Housing, Feeder MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
91 3269431 B Tray, Feed MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
92 3269457 B Sear, Bolt MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
93 3269460 B Receiver MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
94 3269461 B Bolt, MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
95 3269470 B Sear, Receiver MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
96 3269484 B Top, Cover MK-19 F.A.T.S.
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
97 1010639 A Casting, Top Cover MK-19
- ---- ---------- ----------- --- --- --- ------------------------------------ ----------- - - - - -
</TABLE>
REASON FOR ECN:
-----------------------------------------
--------------------------------------------------------
--------------------------------------------------------
[_] DOCS. AS BUILT
[_] DWG CHANGE
+ + + + + + + + + +
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 2
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00025
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See block 16C
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
CODE CTQ 3Lc, MARCORSYSCOM
BARNETT AVE SUITE 315
QUANTICO, VA 22134-5010
BUYER: LISA WERBICKAS 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE GA 30174-2806
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(x) 9A. AMENDMENT OF SOLICITATION NO
- ---------------------------------------
9B. DATED (See Item 11)
- ---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
- ---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing items 8 and 15, and returning --- copies of the amendment; (b)
By acknowledging receipt of this amendment on each copy of the offer submitted;
or (c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFER PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
NOT APPLICABLE
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
MUTUAL AGREEMENT OF THE PARTIES AND SECTION C-3 EXERCISE OF OPTIONS
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor (X) is not, ( ) is required to sign this document and
return copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE ATTACHED.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
----------------------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
GLEN O. CRUZE, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ GLENN O. CRUZE
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
14 Novmber, 1995
- --------------------------------------------------------------------------------
-48-
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
1
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 3
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00027
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See block 16C
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED CODE M67854
-------------
BY COMMANDER CODE
ATTN CODE CTQ 3LC, MARCORSYSCOM
2033 BARRNETT AVE., SUITE 315
QUANTICO, VA 22134-5010
BUYER: LISA CAMPBELL 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than Item 6) CODE
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA, GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS, INC. (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-7041
SUWANEE GA 30174-2806
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(x) 9A. AMENDMENT OF SOLICITATION NO.
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
10B. DATED (See Item 13)
---------------------------------------
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the followng methods: (a)
By completeing Items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN RESULT IN REJECTION OF YOUR OFFER. If by virtue of
this amendment you desire to change an offer already submitted, such change may
be made by telegram or letter, provided each telegram or letter makes reference
to the solicitation and this amendment, and is received prior to the opening
hour and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
See paragraph 3 on page 2 of this modification.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
FAR 52.243-1 CHANGES - FIXED PRICE (APRIL 1984) AND MUTUAL AGREEMENT
OF THE PARTIES
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (x) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE ATTACHED.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ BOB TERRY
--------------------------
(Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
11 Dec 1995
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
ELLEN SIMONOFF, UNITED STATES, MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ ELLEN SIMONOFF
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
11 Dec 95
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
-41-
<PAGE>
M67854-94-C-2014
Modification P00027
The purpose of this modification is to: 1) revise SLIN 0221CA to Ft Eustis, 2)
provide delivery address for NGB #39 and delivery date for SLIN 0221CA, and 3)
reduce funds and contract price for change to SLIN 0221CA. Accordingly, the
above numbered contract is modified as follows:
1. In Section B as shown in Attachment "A" to Modification P00019, the location
of SLIN 0221CA is hereby changed from Ft Chaffee, AR to Ft Eustis, VA, and as a
result, the firm-fixed price is reduced from $7,045.00 by $956 to a new price of
$6,089.00. Accordingly, SLIN 0221CA in Section B is revised to read as follows:
Mini. # of
Contractor
Days of Employees to Un
SLIN ACRN Description Training Provide Trng: Qty/Un Price Amount
- ---- ---- ----------- -------- ------------- ------ ----- ------
0221CA AF On-site Trng 3 2 1 EA $6,089.00 $6,089.00
Ft Eustis, VA
2. Changes are made in Section F-3, FAR 52.212-1 TIME OF DELIVERY (APR 1984),
----------------------------------------
as follows:
a. In Modification P00018, Attachment "C," the address for NGB Delivery
------------
#39, Delivery date: 29 December 1995, is provided below:
- ------------------------------------
Camp Ethan Allen Training Site
Building 1
Lee River Road
Jericho, VT 05465
POC: MAJ Briggs
(802) 899-2811
UIC: W8BF05
b. The following is added to the DELIVERY SCHEDULE FOR TRAINING:
------------------------------
SLIN LOCATION TRAINING DATE:
---- -------- ------------
0221CA Ft Eustis, VA 19-21 DEC 95
M67854-94-C-2014
-42-
<PAGE>
Modification P00027
3. As a result of paragraph 1 of this modification, Section G-3 ACCOUNTING AND
------------------
APPROPRIATION DATA is revised as follows:
- ------------------
AF 2152035 56S 6S01 P53702062 3110 S18001 8548550205 850000 352
MIPR No. 95MP441, Am. 1(STRICOM) decrease ($956.00)
-43-
<PAGE>
M67854-94-C-2014
Modification P00027
4. Funds obligated on contract are as follows:
==============================================================
FUNDS AMOUNT
PREVIOUSLY INCREASED OR CURRENT
OBLIGATED ON DECREASED ( ) OBLIGATED
CONTRACT AS OF BY THIS AMOUNT ON
ACRN MOD. P00023: MODIFICATION: CONTRACT:
==============================================================
AA $11,300,715 $0 $11,300,715
AB $5,425,000 $0 $5,425,000
AC $1,053,650 $0 $1,053,650
AD $6,316,510 $0 $6,316,510
AE $244,200 $0 $244,200
AF $656,237 ($956.00) $655,281
AG $4,434,903 $0 $4,434,903
AH $672,469 $0 $672,469
AJ $994,824 $0 $994,824
AK $30,000 $0 $30,000
AL $459,955 $0 $459,955
AM $98,886 $0 $98,886
- --------------------------------------------------------------
TOTAL AMOUNT: $31,687,349 ($956.00) $31,686,393
==============================================================
5. As a result of this modification, the total contract firm-fixed price is
hereby decreased from $30,218,294.00 (as last shown in Modification P00023) by
$956 to a new total contract firm-fixed price of $30,217,338.00.
6. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
-44-
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00028
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See block 16C
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 3LC, MARCORSYSCOM
BARNETT AVE SUITE 315
QUANTICO VA 22134-5010
BUYER: LISA CAMPBELL 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE GA 30174-2806
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-c-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the followng methods: (a)
By completeing items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFER PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN RESULT IN REJECTION OF YOUR OFFER. If by virtue of
this amendment you desire to
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
See paragraph 5 on page 3.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.)
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
SECTION C-3 EXERCISE OF OPTIONS
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, ( ) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE ATTACHED.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
--------------------------
BY: (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
ELLEN SIMONOFF, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ ELLEN SIMONOFF
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
12-12-95
- --------------------------------------------------------------------------------
SN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
-22-
<PAGE>
M67854-94-C-2014
Mod. P00028
The purpose of this modification is to exercise options, to correct Delivery
#10A, and to provide funds. Accordingly, the above numbered contract is
modified as follows:
1. Pursuant to Section C-3, Exercise of Options, the following options are
hereby exercised and incorporated into Section B:
CLIN ACRN DESCRIPTION QTY UNIT PRICE AMOUNT
- ---- ---- ------------- --- ---------- -----------
0202
- -------
0202AA AD M-16A2 USMC 202 $ 2,203.00 $445,006.00
0202AB AG Reserves 24 $ 2,203.00 $ 52,872.00
---
226
0204
- -------
0204AC AD 12 GAUGE USMC 51 $ 1,384.00 $ 70,584.00
SHOTGUN
0204AD AG Reserves 10 $ 1,384.00 $ 13,840.00
---
61
0207
- -------
0207AC AD SMAW USMC 1 $21,804.00 $ 21,804.00
0207AD AN USMC 43 $21,804.00 $937,572.00
0207AE AP USMC 16 $21,804.00 $348,864.00
0207AF AG Reserves 3 $21,804.00 $ 65,412.00
---
63
0208
- -------
0208AA AN AT-4 USMC 74 $ 2,668.00 $197,432.00
0208AB AG Reserves 9 $ 2,668.00 $ 24,012.00
---
83
0211
- -------
0211AD AD M-203 USMC 49 $ 4,788.00 $234,612.00
GRENADE
LAUNCHER
0211AE AG Reserves 1 $ 4,788.00 $ 4,788.00
---
50
0212
- -------
0212AA AG MP-5 Reserves 11 $ 4,154.00 $ 45,694.00
0318
- -------
0318AA AD FORWARD USMC 22 $ 193.00 $ 4,246.00
OBSERVER
0318AB AN USMC 10 $ 193.00 $ 1,930.00
0318AC AG Reserves 2 $ 193.00 $ 386.00
---
34
Obligated amount for partial exercise of
Option Year 2 and 3 - P00027 only $2,469,054.00
-23-
<PAGE>
M67854-94-C-2014
Modification P00028
2. In Modification P00023, Attachment "A," the following change is made in
Section F-3, FAR 52.212-.1 TIME OF DELIVERY (APR 1984):
-----------------------------------------
In Delivery #10A, CLIN "0021" is revised to read "0120AA."
3. As a result of paragraph 1 of this modification, Section G-3 ACCOUNTING AND
------------------
APPROPRIATION DATA is revised as follows:
- ------------------
AD 1741109 6445 031 00701 0 000027 2D 000000 644530046092
Doc. No. M9545094RC46092, Am.2 increase $776,252.00
AG 9740350 1005 031 00701 0 000027 2D 000000 10050004R009
Doc. No. M9545095RC4R009, Basic increase $207,004.00
AN 1751109 6445 031 00701 0 000027 2D 000000 644530056172
Doc. No. M9545096RC56172, Basic increase $1,136,934.00
AP 1761109 6445 031 00701 0 000027 2D 000000 644530066020
Doc. No. M9545096RC66020 increase $348,864.00
4. Funds obligated on contract are as follows:
================================================================
ACRN: FUNDS AMOUNT INCREASED CURRENT
PREVIOUSLY OR DECREASED ( ) OBLIGATED
OBLIGATED ON BY THIS AMOUNT ON
CONTRACT AS OF MODIFICATION: CONTRACT:
MOD. P00027:
AA $11,300,715 $0 $11,300,715
AB $5,425,000 $0 $5,425,000
AC $1,053,650 $0 $1,053,650
AD $6,316,510 $776,252 $7,092,762
AE $244,200 $0 $244,200
AF $655,281 $0 $655,281
AG $4,434,903 $207,004 $4,641,907
AH $672,469 $0 $672,469
AJ $994,824 $0 $994,824
AK $30,000 $0 $30,000
AL $459,955 $0 $459,955
AM $98,886 $0 $98,886
AN $0 $1,136,934 $1,136,934
AP $0 $348,864 $348,864
TOTAL AMOUNT: $31,686,393 $2,469,054 $34,155,447
================================================================
-24-
<PAGE>
M67854-94-C-2014
Modification P00028
5. As a result of this modification, the total contract firm-fixed price is
hereby increased from $30,217,338.00 (as last shown in Modification P00027) by
$2,469,054.00 to a new total contract firm-fixed price of $32,686,392.00.
6. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
-25-
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
17. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
- --------------------------------------------------------------------------------
18. AMENDMENT/MODIFICATION NO.
P00029
- --------------------------------------------------------------------------------
19. EFFECTIVE DATE
See block 16C
- --------------------------------------------------------------------------------
20. REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
21. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
22. ISSUED BY COMMANDER CODE M67854
-------------
- --------------------------------------------------------------------------------
23. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
- --------------------------------------------------------------------------------
24. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE GA 30174-2806
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(x) 25A. AMENDMENT OF SOLICITATION NO
- ---
---------------------------------------
25B. DATED (See Item 11)
---------------------------------------
X 26A. MODIFICATION OF CONTRACT/ORDER
M67854-94-c-2014
---------------------------------------
26B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
27. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the followng methods: (a)
By completeing items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFER PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN RESULT IN REJECTION OF YOUR OFFER. If by virtue of
this amendment you desire to
- --------------------------------------------------------------------------------
28. ACCOUNTING AND APPROPRIATION DATA (If required)
See paragraph 5 on page 3.
- --------------------------------------------------------------------------------
29. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.)
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
FAR CLAUSE 52.243-1 CHANGES (AUG 87)
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, ( ) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
30. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
The purpose of this modification is to revise the location of SLIN 0221BS, to
specify the training dates, and correct typograhpical errors as follows:
1. The location of SLIN 0221BS, On-site Training, is hereby revised at no change
in price from "Camp Blanding, FL" to the following:
CAMP BUTNER TRAINING SITE UIC: W8BPAA
0359 ROBERTS CHAPEL ROAD ATTN: MSGT RODNEY PARKER
STEM, NC 27581-9718 TELEPHONE: (919) 479-0923
2. The following is hereby incorproated in Section F-3, FAR 52.212-1, TIME OF
---------------------
DELIVERY (APR 1984);
-------------------
SLIN LOCATION TRAINING DATES
---- -------- --------------
0221BS CAMP BUTNER 19-21 DEC 1995
3. In Attachment "C" of Modification P00023, SLIN "0021AS" is corrected to read
"0221AS" and SLIN "0021AT" corrected to read "0221AT."
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
William E. Jordan, Program Manager
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ WILLIAM E. JORDAN
--------------------------
(Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE
- --------------------------------------------------------------------------------
32A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
ELLEN SIMONOFF, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
32B. UNITED STATES OF AMERICA
/s/ ELLEN SIMONOFF
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE
18 DEC. 95
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 2
- ------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00030
- ------------------------------------------------------------------------------
3. EFFECTIVE DATE
See block 16C
- ------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQ. NO.
- ------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- ------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
----------
ATTN CODE CTQ 3LC, MARCORSYSCOM
BARNETT AVE SUITE 315
QUANTICO VA 22134-5010
BUYER: LISA CAMBELL 703-784-5822 ext.225
- ------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA GA, 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No. street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (770) 813-0180
7340 MCGINNIS FERRY ROAD FAX (770) 813-0741
SUWANEE GA 30174-2806
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
- ---
- --------------------------------------------------------------------------------
9B. DATED (See Item 11)
- --------------------------------------------------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
- --------------------------------------------------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- ------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- ------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning ____ copies of the amendment;
(b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- ------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
Not applicable.
- ------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES
THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- ------------------------------------------------------------------------------
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
FAR clause 52.243-1 CHANGES (Aug 87)
- ------------------------------------------------------------------------------
OTHER (specify type of modifications and authority)
- ------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not,
(X) is required to sign this document and return 2 copies to
the issuing office.
- ------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
The purpose of this modification is to revise the delivery schedule for 16
January 1996. Accordingly, the above numbered contract is modified as follows:
1. The delivery schedule provided as an attachment to this modification, USMC
Delivery #11C, is hereby incorporated into Section F-3, FAR 52.212-1 TIME OF
--------------------
DELIVERY (APR 1984), and is provided as an addition to USMC Deliveries #11A and
- --------------------
#11B for 16 January, 1996 incorporated in Attachment "A" to Modification P00023.
2. The parties agree that the change in paragraph 1 above shall be at no cost to
the Government.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- ------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Bob Terry
------------------------------
(Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
DEC 22, 95
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
Ellen Simonoff, UNITED STATES MARINE CORPS.
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ Ellen Simonoff
------------------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
12/27/95
- ------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
-20-
<PAGE>
M67854-94-C-2014
Modification P00030
Delivery #11C, 16 January 1996
Ship to:
Commanding General
Attn: Training Support Division
PSC Box 20004
Marine Corps Base
Camp Lejeune, NC 28542-0004
DODAAC M93177
POC: Mr. Ed Gavre, 910-451-3218/2371
CLIN Qty Description
- -------- --- -----------------
0100AB 6 ISMT Base Unit
0101AA 6 Training Video
0102AC 24 M-16
0103AC 12 M-9
0104AB 6 Shot Gun
0105AC 6 M-249 SAW
0106AA 6 M240G
0107AA 5 SMAW
0108AB 6 AT-4
0109AA 3 Mk-19
0109AB 5 MK-19
0110AA 3 M-2
0110AB 4 M-2
0111AC 6 M-203
0012 4 MP-5
0218AA 6 FO
0119AA 3 Night Vision
0119AB 3 Night Vision
0120AC 6 O&M Manuals
0117AC 1 Shoot-back
0122AA 1 Scenario Tool Set
0128AB 2 IST Adapter
ATTACHMENT
-21-
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 9
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00031
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See block 16C
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
M67854-C-ST005.31B
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 3LC, MARCORSYSCOM
BARNETT AVE SUITE 315
QUANTICO VA 22134-5010
BUYER: LISA CAMPBELL 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS (770) 813-0180
7340 MCGINNIS FERRY ROAD FAX (770) 813-0741
SWANEE GA 30174-2806
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(x) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the followng methods: (a)
By completeing items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFER PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN RESULT IN REJECTION OF YOUR OFFER. If by virtue of
this amendment you desire to change an offer already submitted, such change may
be made by telegram or letter, provided each telegram or letter makes reference
to the solicitation and this amendment, and is received prior to the opening
hour and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
See paragraph 5 on page 3.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
FAR 52.243-1 CHANGES - FIXED PRICE (APRIL 1984) AND MUTUAL AGREEMENT
OF THE PARTIES
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (x) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE ATTACHED.
Escept as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ BOB TERRY
--------------------------
(Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
25 JAN 96
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
ELLEN SIMONOFF, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ ELLEN SIMONOFF
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
25 JAN 96
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
-11-
<PAGE>
M67854-94C-2014
Modification P00031
The purpose of this modification is to make administrative corrections and
revisions, provide a delivery schedule for February 1996 and for training in
February and March 1996, and incorporate Deviation D0002-95/R2. Accordingly,
the above numbered contract is modified as follows:
1. In Modification P00023, Attachment "C," the training date for training under
SLIN 0021AT at MCSF Diego Garcia is corrected to read "29-30 JAN 96" vice "24-25
FEB 96."
2. In Section B, SLIN 0023AP and 0047AP are both changed from On-Site Training
at "Jacksonville, NC" to "Camp Lejeune, NC" at no change in price.
3. The following are hereby incorporated into Section F-3, FAR 52.212-1 TIME OF
--------------------
DELIVERY (APR 1984):
- -------------------
a. USMC Deliveries #12A-#12C on 16 February 1996 provided as Attachment "A"
to this modification.
b. SLIN DESCRIPTION TRAINING DATE
---- ----------- -------------
0023AN, 0047AN On-Site Training 27-29 February 1996
MCAS Beaufort, SC
0023AP, 0047AP On-Site Training 6-8 March 1996
Camp Lejeune, NC
4. In order to change the specifications pursuant to FAR clause 52.243.1 Changes
- - Fixed Price (AUG 87) and incorporate Deviation Number D0002-95/R2 provided as
Attachment "B" to this modification, the above numbered contract is hereby
modified as follows:
a. Description of Change
---------------------
Mount projectors on ceiling mounts, provide night vision adapter, provide
extended cables.
b. Production Effectivity
----------------------
The changes in paragraph 4.a. shall be incorporated into 5 units delivered
under CLIN 0001 to Parris Island.
c. Effect on Delivery Schedule and incorporated into Section F-3, FAR 52.212-1
---------------------------------------------------------------------------
TIME OF DELIVERY (APR 1984):
----------------------------
The Contractor agrees to deliver and install on 1 March 1996.
-12-
<PAGE>
M67854-94C-2014
Modification P00031
d. Equitable Contract Price Adjustment and Funds Obligated
-------------------------------------------------------
The total firm-fixed price of $3,868 is obligated for the change in paragraph
------
4.a. to be applied to 5 ISMTs ordered under CLIN 0001. See paragraph 5 of
this modification for accounting and appropriation data.
e. Revision to Section B In order to make provisions for Deviation D0002-
---------------------
95/R2 to be incorporated into 5 ISMTs at Parris Island, CLIN 0244 is hereby
created and Section B, "SUPPLIES AND/OR SERVICES AND PRICES," is revised as
follows:
CLIN ACRN DESCRIPTION QTY/UN UNIT PRICE AMOUNT
- ---- ---- ----------- ------ ---------- ------
0244 AN Deviation D0002-95/R2 1 EA $3,868.00 $3,868.00
5. As a result of paragraph 4 above, funds are hereby provided and added to
Section G-3 ACCOUNTING AND APPROPRIATION DATA as follows:
AN 1751109 6445 031 00701 0 000027 2D 000000 644530056172 inc. $3,868.00 Doc.
No. M9545096RC56172, Basic.
6. A summary of funds obligated on contract are as follows:
===============================================================
ACRN: FUNDS PREVIOUSLY AMOUNT CURRENT
OBLIGATED ON INCREASED OR OBLIGATED
CONTRACT AS OF DECREASED ( ) AMOUNT ON
MOD. P00028: BY THIS CONTRACT:
MODIFICATION:
================================================================
AA $11,300,715 $0 $11,300,715
AB $5,425,000 $0 $5,425,000
AC $1,053,650 $0 $1,053,650
AD $7,092,762 $0 $7,092,762
AE $244,200 $0 $244,200
AF $655,281 $0 $655,281
AG $4,641,907 $0 $4,641,907
AH $672,469 $0 $672,469
AJ $994,824 $0 $994,824
AK $30,000 $0 $30,000
AL $459,955 $0 $459,955
AM $98,886 $0 $98,886
AN $1,136,934 $3,868 $1,140,802
AP $348,864 $0 $348,864
- ---------------------------------------------------------------
TOTAL AMOUNT: $34,155,447 $3,868 $34,159,315
===============================================================
-13-
<PAGE>
M67854-94C-2014
Modification P00031
7. As a result of this modification, the total contract firm-fixed price is
hereby increased from $32,686,392.00 (as last shown in Modification P00028) by
$3,868.00 to a new total contract firm-fixed price of $32,690,260.00.
8. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
-14-
<PAGE>
Modification P00031
Attachment "A"
Delivery #12A, 16 February 1996
Ship to:
Commanding Officer
ATTN: NCOIC, TAVSD, S3TA
Marine Corps Air Station
Yuma, AZ 85369-5001
DODAAC M62974
POC: Msgt Caron (520) 341-2066
CLIN Qty Description
- -------- --- --------------
0100AB 2 ISMT Base Unit
0102AC 8 M-16
0103AC 6 M-9
0004AA 1 Shot Gun
0104AB 1 Shot Gun
0105AC 1 M-249 SAW
0106AA 1 M240G
0107AA 0 SMAW
0108AA 1 AT-4
0109AA 0 Mk-19
0110AB 1 M-2
0111AC 2 M-203
0012 0 MP-5
0218AA 2 FO
0119AA 2 Night Vision
0101AA 2 Training Video
0120AC 2 O&M Manuals
-15-
<PAGE>
Modification P00031
Attachment "A"
Delivery #12B, 16 February 1996
Ship to:
Commanding Officer
ATTN: NCOIC, TAVSD, S3TA
Marine Corps Air Station
El Toro, CA 92709-5010
DODAAC M28356
POC: GySgt. Marone (714) 726-3114
CLIN Qty Description
- -------- --- --------------
0100AB 3 ISMT Base Unit
0102AC 12 M-16
0103AC 8 M-9
0104AB 3 Shot Gun
0105AC 2 M-249 SAW
0106AA 1 M240G
0107AA 0 SMAW
0108AA 1 AT-4
0109AA 0 Mk-19
0110AB 1 M-2
0111AC 3 M-203
0012 0 MP-5
0218AA 3 FO
0119AB 3 Night Vision
0101AA 3 Training Video
0120AD 3 O&M Manuals
-16-
<PAGE>
Modification P00031
Attachment "A"
Delivery #12C, 16 February 1996
Ship to:
Commanding Officer
Weapons Field Training Battalion
Marine Corps Recruit Depot
Edson Range, Box 555181
Camp Pendleton, CA 92055-5181
DODAAC M33710
POC: CWO N.P. Megan (619) 725-2715/2455
CLIN Qty Description
- -------- --- --------------
[S] [C] [C]
0100AB 3 ISMT Base Unit
0102AC 12 M-16
0103AC 6 M-9
0104AB 3 Shot Gun
0105AC 3 M-249 SAW
0106AA 2 M240G
0107AA 1 SMAW
0108AA 3 AT-4
0109AA 1 Mk-19
0110AB 1 M-2
0111AC 3 M-203
0012 0 MP-5
0218AA 3 FO
0119AB 1 Night Vision
0101AA 3 Training Video
0120AD 3 O&M Manuals
-17-
<PAGE>
- --------------------------------------------------------------------------------
REQUEST FOR DEVIATION/WAIVER (RFD/RDW)
- --------------------------------------------------------------------------------
1. DATE (YYMMDD) 96 01 24 Form Approved
OMB NO. 0704-0188
- --------------------------------------------------------------------------------
Public reporting burden for this collection of information is estimated to
average 2 hours per response. Including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed, and
completing and reviewing the collection of information. Send comments regarding
this burden estimate or any other aspect of this collection of information,
including suggestions for reducing this burden, to Department of Defense,
Washington Headquarters Services, Directorate for Information Operations and
Reports. 1215 Jefferson Davis Highway, Suite 1204, Arlington VA 22202-4302, and
to the Office of Management and Budget, Paperwork Production Project (0704-
0188). Washington DC 20503.
PLEASE DO NOT RETURN YOUR COMPLETED FORM TO EITHER OF THESE ADDRESSES. RETURN
------
COMPLETED FORM TO THE GOVERNMENT ISSUING CONTRACTING OFFICER FOR THE
CONTRACT/PROCURING ACTIVITY NUMBER LISTED IN ITEM 2 OF THIS FORM.
- --------------------------------------------------------------------------------
2. PROCURING ACTIVITY NUMBER
M67854
- --------------------------------------------------------------------------------
3. DODAAC
- --------------------------------------------------------------------------------
4. ORIGINATOR
a. TYPED NAME (First, Middle
Initial,
Last)
Firearms Training Systems, Inc.
- --------------------------------------------------------------------------------
b. ADDRESS (Street, City, State, Zip Code)
7340 McGinnis Ferry Road
Suwanee, GA 30174
- --------------------------------------------------------------------------------
5. (X one)
X DEVIATION WAIVER
- --------------------------------------------------------------------------------
6. (X one) MINOR
X MAJOR CRITICAL
- --------------------------------------------------------------------------------
7. DESIGNATION FOR DEVIATION/WAIVER
a. MODEL/TYPE
b. CAGE CODE
76478
c. SYS. DESIG.
ISMT
d. DEV/WAIVER NO.
D0002-95/R2
- --------------------------------------------------------------------------------
8. BASELINE AFFECTED
FUNC- ALLO-
TIONAL CATED
X PRODUCT
- --------------------------------------------------------------------------------
9. OTHER SYSTEM/CONFIGU-
RATION ITEMS AFFECTED
YES X NO
- --------------------------------------------------------------------------------
10. TITLE OF DEVIATION/WAIVER
Mount projectors on ceiling mounts. Provide Night Vision Adapter
- --------------------------------------------------------------------------------
11. CONTRACT NO. AND LINE ITEM
M67854-94-C-2014 CLIN 0001AA
- --------------------------------------------------------------------------------
12. PROCURING CONTRACTING OFFICER
a. NAME (First, Middle Initial, Last) Ellen Simonoff
b. CODE CTQ
e. TELEPHONE NO. 703-784-5822 x 246
- --------------------------------------------------------------------------------
13. CONFIGURATION ITEM NOMENCLATURE
Indoor Simulated Marksmanship Trainer (ISMT)
- --------------------------------------------------------------------------------
14. CLASSIFICATION OF DEFECT
a. CD NO.
b. DEFECT NO.
c. DEFECT CLASSIFICATION
MINOR MAJOR CRITICAL
- --------------------------------------------------------------------------------
15. NAME OF LOWEST PART/ASSEMBLY AFFECTED N/A
- --------------------------------------------------------------------------------
16. PART NO. OR TYPE DESIGNATION N/A
- --------------------------------------------------------------------------------
17. EFFECTIVITY
CLIN 0001AA ISMT's 1 through 5
- --------------------------------------------------------------------------------
18. RECURRING DEVIATION/WAIVER
YES X NO
- --------------------------------------------------------------------------------
19. EFFECT ON COST/PRICE $4,264.00
- --------------------------------------------------------------------------------
20. EFFECT ON DELIVERY SCHEDULE None
- --------------------------------------------------------------------------------
21. EFFECT ON INTEGRATED LOGISTICS SUPPORT, INTERFACE OR SOFTWARE
None
- --------------------------------------------------------------------------------
23. NEED FOR DEVIATION/WAIVER
Mount projectors on ceiling mounts to provide more clearance and greater area
for marksmanship training in accordance with MARCORSYSCOM letter 4200 over CTQ-
3LC;076 dated 9 November 1995.
- --------------------------------------------------------------------------------
24 CORRECTIVE ACTION TAKEN
N/A
- --------------------------------------------------------------------------------
25. SUBMITTING ACTIVITY
- --------------------------------------------------------------------------------
a. TYPED NAME (First, Middle Initial, Last) William E. Jordan
b. TITLE Program Manager
c. SIGNATURE
/S/ W. E. Jordan
- --------------------------------------------------------------------------------
26. APPROVAL/DISAPPROVAL
a. RECOMMEND APPROVAL DISAPPROVAL
- --------------------------------------------------------------------------------
b. APPROVAL
X APPROVED DISAPPROVED
- --------------------------------------------------------------------------------
c. GOVERNMENT ACTIVITY
MARCOSYSCOM
- --------------------------------------------------------------------------------
d. TYPED NAME (First, Middle Initial, Last)
- --------------------------------------------------------------------------------
e. SIGNATURE
/S/ J.P. McGovern
- --------------------------------------------------------------------------------
f. DATE SIGNED
(YYMMDD)
960125
- --------------------------------------------------------------------------------
g. APPROVAL
X APPROVED DISAPPROVED
- --------------------------------------------------------------------------------
h. GOVERNMENT ACTIVITY
MARCOSYSCOM
- --------------------------------------------------------------------------------
l. TYPED NAME (First, Middle Initial, Last)
- --------------------------------------------------------------------------------
j. SIGNATURE
/S/ M.Y. Pryson
- --------------------------------------------------------------------------------
k. DATE SIGNED
(YYMMDD)
960125
- --------------------------------------------------------------------------------
DD FORM 1694, APR 92 (EF-V1) (PerFORM PRO) PREVIOUS EDITIONS ARE OBSOLETE
ATTACHMENT "B"
-18-
<PAGE>
Deviation D0002-95/R2 Backup Data
Description of Change:
The purpose of this revised Request for Deviation is to install 5 projectors on
ceiling mounts in Building 771 at MCRD, Parris Island. The Government's
original request for deviation called for purchase of the Ceiling Mounts as well
as installation of the projectors on the mounts. During the ensuing months
Parris Island purchased the mounts and installed them in their training
building. The revised deviation (reference MCSC letter 4200 over CTQ-3LC:070)
is to install 5 projectors on the mounts, make the necessary changes to the
switch settings in the projector, invert the Hit Detect Camera, provide longer
cables, and provide a Sony Night Vision Adapter that will work with the inverted
projector.
The Barco Night Vision Adapter currently hangs on the front of the projector
while the projector is on the deck. Its lens is set for the blue-green-red
order of the projector cannons while on the deck. When the projector is
inverted and hung from the ceiling the projector cannon order becomes red-green-
blue. FATS originally was planning to develop a night vision device bracket
which would accommodate an inverted and backwards Barco NVA. The Sony NVA has a
red-green-blue projector cannon order and may be hung on an inverted Barco
projector with no brackets.
FATS is prepared to install the projectors the day after the Installation and
Training of the ISMTs sent to Beaufort, SC. The projector adjustment, Hit
Detect Camera modification, and installation for five projectors is estimated to
take 8 hours. One day of lodging and per diem is added by this change for one
Installer/Trainer. Travel to and from Parris Island will be part of the
Beaufort Installation and Training.
-19-
<PAGE>
DEFENSE LOGISTICS AGENCY
DEFENSE CONTRACT MANAGEMENT AREA OPERATIONS ATLANTA
805 WALKER STREET
MARIETTA, GEORGIA 30080-2789
***CUSTOMER ALERT ***
In Reply
Refer to
FROM: (QAE) PHONE # FAX #
------------- -------------------- -------------
THRU: (ACA) Jo Luedtke PHONE #770-590-6398 FAX # - 2666
------------------ ----------------- -------------
TO: (PC0) Lisa Campbell PHONE # 703-784-5822x225 FAX # 703-784-5826
------------------ ----------------- --------------
CONTRACTOR: Firearms Training Systems
------------------------------------------------------------
CONTRACTOR POINT OF CONTACT: Bill Jordan PHONE #
-------------------- -------------
CONTRACT NUMBER: M67854-94-C-2014 ITEM:
-------------------------------- -------------
LINE ITEM(S): Delivery 11 A, B and c Scheduled for 16 Jan 96.
--------------------------------------------------------
Estimated to be at least 2 days delinquent due to weather related delays.
- ----------------------
- --------------------------------------------------------------------------------
Proposed corrective action: (What is to be done and who is responsible) n/a. The
--------
delay is due to inclement weather and is unavoidable.
- ----------------------------------------------------
Assessment of corrective action: The 2 day delay is due to inclement weather and
-----------------------------------------------
is unavoidable.
- --------------
- --------------------------------------------------------------------------------
CONTRACTOR OFFER $ 0 AS CONSIDERATION FOR DELIVERY SCHEDULE EXTENSION.
-
ACO concurs with the above. /s/ Patrick Gary
------------------------------------
Administrative Contracting Officer
ACO concurs, but with the following explanations/comments: I've talked with PCO
--------------------
to verify delivery and no adversity. Letter 10 Jan 95 attached.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Request you indicate the appropriate course of action.
AUTHORIZATION IS HEREBY PROVIDED TO:
(X) INSPECT / ACCEPT DELINQUENT MATERIAL WITH NO CONTRACT MODIFICATION.
( ) INSPECT / ACCEPT AFTER MODIFYING THE CONTRACT AND OBTAINING MONETARY OR
OTHER CONSIDERATION FOR DELINQUENCY.
( ) REFUSE INSPECTION PENDING A TERMINATION FOR DEFAULT
SIGNATURE Lisa Campbell phone call 1/11/96
---------------------------------
TITLE Procurement Contract Administrator
----------------------------------
NAME per phone call DATE 1/11/96
--------------------------- ------------------------
(Please FAX your authorization to the ACO)
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 9
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00032
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See block 16C
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
M67854-96-C-ST005.31B
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 3LC, MARCORSYSCOM
BARNETT AVE SUITE 315
QUANTICO VA 22134-5010
BUYER: LISA CAMPBELL 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS (770) 813-0180
7340 MCGINNIS FERRY ROAD FAX (770) 813-0741
SUWANEE GA 30174-2806
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(x) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the followng methods: (a)
By completeing items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFER PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN RESULT IN REJECTION OF YOUR OFFER. If by virtue of
this amendment you desire to change an offer already submitted, such change may
be made by telegram or letter, provided each telegram or letter makes reference
to the solicitation and this amendment, and is received prior to the opening
hour and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
See paragraph 4 on page 4.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
FAR 52.243-1 CHANGES - FIXED PRICE (APRIL 1984) AND MUTUAL AGREEMENT
OF THE PARTIES
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (x) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE ATTACHED.
Escept as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ BOB TERRY
--------------------------
(Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE
5 FEB 96
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
TAMMY E. FAMOSO, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ TAMMY FAMOSO
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE
2/5/96
- --------------------------------------------------------------------------------
SN 7540-01-152-8070 30-105 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
-2-
<PAGE>
M67854-94-C-2014
Modification P00032
The purpose of this modification is to: 1) add to Section B, contract line item
number (CLIN) 0245 and option CLIN 0344 for Unlimited Warranty, 2) add provision
C-10 to Section C,3) add delivery schedule in Section F, 4) provide funds in
Section G, and 5) add clauses H-20, H-21 and H22 in Section H. Accordingly, the
above named contract is modified as follows:
1. Contract line item number (CLIN) 0245 and Option CLIN 0344 are hereby
created and added to Section B as follows:
0245 AQ UNLIMITED WARRANTY FFP $103,500.00
for USMC and USMC Reserves Systems
Effective through 30 September 1996
IAW clauses C-10 and H-20 of the contract
OPTION
0344 UNLIMITED WARRANTY
- ----
for USMC and USMC Reserves Systems
IAW clauses C-10 and H-20 of the contract
FFP shall be IAW with clause H-22
OPTION
SLINs
- -----
0344AA OCTOBER 1996 Estimated FFP $16,800*
0344AB NOVEMBER 1996 Estimated FFP $17,700*
0344AC DECEMBER 1996 Estimated FFP $18,600*
0344AD JANUARY 1997 Estimated FFP $19,500*
0344AE FEBRUARY 1997 Estimated FFP $20,400*
0344AF MARCH 1997 Estimated FFP $21,300*
* FFP to be established in accordance with the clause H-22 of the contract.
2. In Section C, the following is hereby added:
C-10 Item 0245, and if and to the extent options are exercised under Option
Item 0344:
a. Under Item 0245, the Contractor shall provide an unlimited warranty at
the firm-fixed price in Section B for all items delivered through 30
September 1996. This unlimited warranty shall be in accordance with clause
H-20 of the contract. The warranty applies to items purchased for the
Marine Corps and Marine Corps Reserves only. Items purchased for the Army
National Guard or STRICOM are not covered under the Unlimited Warranty of
the above numbered contract unless otherwise changed by contract
modification.
b. Under Item 0245, the Contractor agrees to repair all items under the
above numbered contract that are currently
-3-
<PAGE>
M67854-94-C-2014
Modification P00032
in need of repair at the execution date of this modification in accordance
with the provisions herein. Replacement items shall be shipped to
receiving destinations within 2 working days of the execution date of this
modification.
c. Equitable Adjustment to 0245: In the event that Section F is revised
and quantity of systems shipped is other than currently stated in Section
F, an equitable adjustment shall be made to the contract in accordance with
clause H-21 Formula for Equitable Adjustment to CLIN 0245 of this contract
---------------------------------------------
if funds are available.
d. The parties estimate that the firm-fixed price of the unlimited warranty
will not exceed the amount provided in Section B under CLIN 0245 prior to
30 September 1996. In the event that the amount of the unlimited warranty
changes and exceeds the amount provided in Section B prior to September
1996 as described in paragraph c above, the Government is not obligated to
provide additional funds. If a request for warranty payment is received
that exceeds the funded amount on the contract at that time, the Government
has the option of providing more funds if available or waiving the
unlimited warranty on those particular items only. In any event, all
Marine Corps and Marine Corps Reserve items delivered in July, August, and
September 1996 shall be covered by the Unlimited Warranty at no change in
contract price.
e. Exercise of Options under CLIN 0344:
Option SLINs are available on a month-by-month basis and the Government has
the option of exercising option SLINs one at a time. Exercise of one or
more Option SLIN does not obligate the Government to exercise the remaining
Option SLINs. Any Option SLIN under CLIN 0344 may be exercised even if
previous SLINs were not exercised. In this modification, estimated firm-
fixed prices (FFP) are provided in Section B based upon the current
projected delivery schedule. At the time of exercise of the options, an
FFP shall be established in accordance with clause H-22 of the contract.
If the number of systems delivered changes in Section F after exercise of
an option under CLIN 0344, an equitable adjustment shall be negotiated in
accordance with clause H-22 if available. Any items for which a FFP SLIN
cannot be established due to shortage of funds shall be covered under the
existing warranty of the contract. Option exercise dates are as follows:
-4-
<PAGE>
M67854-94C-2014
Modification P00032
Option SLIN: Option SLINs shall be exercised on or before:
- -------------- ---------------------------------------------
0344AA 5 October 1996
0344AB 31 October 1996
0344AC 30 November 1996
0344AD 31 December 1996
0344AE 31 January 1997
0344AF 28 February 1997
f. The price for data items and spares do not figure into the calculations
of price for the warranty, however all spares, regardless of time of
purchase, shall be covered by the unlimited warranty at no change in
contract price.
g. If the option exercise period has expired and the option has not been
exercised, the agreement reverts back to the warranty as contained in the
contract prior to this contract modification.
h. The parties agree that no equitable adjustment shall be made to the
warranty price for late delivery of items that are part of a system with
the one exception of the ISMT under CLINs 0001, 0100, 0200, 0300 or 0400.
i. The parties agree that if any new equipment, weapons, or engineering
changes are added to the contract and are added to a system, with the one
exception of mortars, all items shall be covered by the unlimited warranty
at no change in contract price.
j. In the event that On-Site Engineering is authorized by the PCO, labor
and materials and any cost involved in the repair are covered by the
Unlimited Warranty at no change in contract price. Travel expenses,
including time involved in travel, i.e. airplane travel time and time going
to and from the airport, are not included in the Unlimited Warranty and
would be negotiated separately under the CLIN for On-Site Engineering.
3. a. In Attachment "A" to Modification P00023, the following changes are
hereby incorporated: In Deliveries #9A, 9B, and 9C, "0019" is changed to read
"0014," and in Delivery #9B, "0104AA" is changed to read "0004."
b. The Firm-Fixed Price of $103,500 for the Unlimited Warranty under CLIN
0245 is based upon the following delivery schedule. The parties agree that for
any change to the below delivery schedule, the warranty price shall be re-
evaluated and equitably adjusted in accordance with H-21.
-5-
<PAGE>
M67854-94C-2014
Modification P00032
45 systems delivered prior to OCT 95
5 systems delivered in OCT 95
6 systems delivered in NOV 95
6 systems delivered in DEC 95
Month Destination Number of ISMTs
- ----- ----------- ---------------
January 1996: Beaufort: 3
Parris Island: 3
Camp Lejeune: 6
February 1996: Yuma: 2
El Toro: 3
San Diego: 3
March 1996: Camp Butler: 7
April 1996: MCSF N. Island: 2
29 Palms: 3
New River: 3
May 1996: Camp Pendleton 6
June 1996: MCSF Yorktown 2
MCSF Bangor, Wa 2
MCSF Kings Bay 2
4. In Section G-3 ACCOUNTING AND APPROPRIATION DATA, funds are obligated as
-------------------------------------
follows:
AQ 1761106 27MO 000 67854 0 000027 2D 000000 85496RC22143 $103,500.00 Doc. No.
M6785496RC22143, Basic.
5. In Section H, clauses H-20, H-21, and H-22 are added as follows:
H-20 UNLIMITED WARRANTY
a. Notwithstanding inspection and acceptance by the government of supplies
furnished under this contract or any provision of this contract concerning the
conclusiveness thereof, the contractor guarantees:
(1) that during each month for which the unlimited warranty applies
following delivery (i.e., unconditional acceptance by the Government as
evidenced by a duly executed DD Form 250), that covered items and each component
thereof conform to the design and manufacturing requirements specifically
delineated in the Contract and any supplementary agreements thereto,
-6-
<PAGE>
M67854-94C-2014
Modification P00032
(2) that during each month for which the unlimited warranty applies
following delivery (i.e., unconditional acceptance by the Government as
evidenced by a duly executed DD Form 250), that covered items and each component
thereof conform to the specified essential performance requirements of the
Contract and all other supplementary agreements thereto, or
(3) at the time of delivery (i.e., unconditional acceptance by the
Government as evidenced by a duly executed DD Form 250), that covered items and
each components thereof are free from all defects in materials and workmanship.
b. In the event of a failure of covered items to meet the conditions specified
in subparagraphs a(1) or a(2) or a(3) above and if the option line item is
exercised for the applicable month, the Contractor is required to correct the
failure as follows, unless otherwise notified in writing by the Procuring
Contracting Officer. The Contractor agrees to proceed as follows:
(1) The contractor shall repair or replace the item and shall provide
the following: a toll-free 1-800 hot-line number, labor, materials, the cost of
shipping the items in need of repair from the end user's location to the
Contractor's facility, the cost of shipping the repaired items or replacement
items from the Contractor's facility to the end user's location, inventory
management, depot storage, and administrative support.
(a) the repairs shall consist of all materials, labor, and services
necessary to fault isolate, repair, calibrate, and restore to operating
condition the repairable components of the device, spares and repairables, and
associated test and support equipment. The services, labor, and materials to be
provided shall include, but are not limited to, unpacking, disassembly, storage,
inspection, check out, repair, modification, calibration, test reassembly,
packaging, and shipping.
(b) Repaired items shall be repaired and tested to conform with the
appropriate equipment drawings and specifications in effect at the time work is
performed unless otherwise directed by the PCO. All units repaired shall be
tested by the contractor to ensure that the unit, as repaired, is in first
class, serviceable condition. "Serviceable," as applied to the repaired units,
means capable of functioning and performing in the same manner as an identical
new unit though the components or the unit may not have the appearance of
newness.
-7-
<PAGE>
M67854-94C-2014
Modification P00032
(2) The Contractor agrees that all materials used to either repair or
replace an item shall be in accordance with FAR clause 52.210-5 New Material
(Apr. 85) of the contract. The two exceptions are the AT-4 tube and used and
reconditioned parts of the M2.
c. The Contractor shall also prepare and furnish to the Government data and
reports applicable to any correction required (including revision and updating
of all affected data called for under this contract) at no increase in the
contract price.
d. When items covered under this guaranty are returned to the contractor, in
pursuance to this clause, the contractor shall bear the transportation costs
from the place of delivery specified in the contract (irrespective of the f.o.b.
point or point of acceptance) to the contractor's plant and return.
e. The contractor shall be notified in writing or by telephone call, preferably
on the contractor's 1-800 hotline, or by electronic mail of any failure of any
item or any component thereof subject to the warranty set forth in paragraph a
above within 30 days after discovery of the failure. If the problem can be
corrected with assistance provided over the 1-800 hotline, no further action is
required. If the problem cannot be corrected via the 1-800 hotline, the
contractor will, notwithstanding any disagreement regarding the warranty, ship a
spare to the end user for receipt by the end user within 48 hours (excluding
government holidays) for Continental United States (CONUS) destinations. For
outside CONUS, the spare shall be received by the end user within 5 days. Upon
receipt of the spare, the end user will return the failed item to the contractor
within 5 days for correction. The contractor will repair the failed item to
first class serviceable condition and return the item to the depot within 5 days
of receipt of the item. In the even it is later determined that the failure was
not subject to the warranty set forth in paragraph a above, the contract price
will be equitably adjusted.
f. The warranty provisions of this clause apply to all damage, defects,
failures, and contract non-conformance with the one exception of damage caused
by gross negligence or willful misconduct of government personnel. For purposes
of this provision, "gross negligence" is defined as intentional failure to
perform a manifest duty in reckless disregard of the consequences is affecting
the life or property of another. Damage caused by such actions as dropping or
jumping on an item is completely covered under the warranty and is not included
under "gross negligence." The warranty provisions of this clause do not cover
liability for loss.
-8-
<PAGE>
M67854-94C-2014
Modification P00032
g. For purposes of this clause: (1) the term "specified essential performance
requirements" means capabilities required by the Contract; the term does not
include performance characteristics that are described as goals or objectives;
(2) the term "defect" means any conditions or characteristic in any supplies
furnished by the Contractor under this Contract that is (are) not in compliance
with the requirements of the Contract; and (3) the term "design and
manufacturing requirements" means structural and engineering plans and
manufacturing particulars, including precise measurements, tolerances, materials
and furnished product tests for the items being procured under this Contract.
h. The rights and remedies of the Government provided in this clause are in
addition to, and do not limit, any rights the Government may have under any
other clause of the contract. Disputes arising under this clause will be
resolved in accordance with the clause of this Contract entitled "Disputes."
i. Under CLIN 0245, items that fail, are damaged, are discovered to be
defective, or are discovered to be in non-conformance with the contract prior to
30 September 1996 are covered by this warranty provision. The contractor is
obligated to repair or replace the item even if it is received by the contractor
after 30 September 1996.
j. Under CLIN 0344, items that fail, are damaged, are discovered to be
defective, or are discovered to be in non-conformance with the contract during a
particular month are covered by this warranty provision if the option line item
for warranty for that same month has been exercised. The contractor is
obligated to repair or replace the item even if it is received by the contractor
during a subsequent month for which the option line item for warranty for the
subsequent month is not exercised.
H-21 FORMULA FOR ADJUSTING FIRM-FIXED PRICE OF CLIN 0245
Formula applies to Marine Corps and Marine Corps Reserve system only. The Firm-
Fixed Price of CLIN 0245 is based upon no charge for the initial 90 days after
delivery and the remaining months are calculated based upon a price of $150 per
system per month assuming delivery in the middle of the month. In the event
that the delivery of a system in Section F changes or delivery occurs during a
different month than specified, an equitable adjustment shall be made to the FFP
by increasing and/or decreasing the price according to the price per system per
applicable month as follows:
(continued on following page)
-9-
<PAGE>
M67854-94C-2014
Modification P00032
FFP for Option SLIN 0344AE, FEBRUARY 1997:
-----------------------------------------
Qty of systems delivered prior to 20 Oct 1996 x $75
+Qty of systems delivered prior to 20 Nov 1996 x $75
FFP for Option SLIN 0344AF, MARCH 1997:
--------------------------------------
Qty of systems delivered prior to 20 Nov 1996 x $75
+Qty of systems delivered prior to 20 Dec 1996 x $75
6. A summary of funds obligated on contract are as follows:
===============================================================
ACRN: FUNDS PREVIOUSLY AMOUNT CURRENT
OBLIGATED ON INCREASED OR OBLIGATED
CONTRACT AS OF DECREASED ( ) AMOUNT ON
MOD. P0031: BY THIS CONTRACT:
MODIFICATION:
================================================================
AA $11,300,715 $0 $11,300,715
AB $ 5,425,000 $0 $5,425,000
AC $ 1,053,650 $0 $1,053,650
AD $ 7,092,762 $0 $7,092,762
AE $ 244,200 $0 $244,200
AF $ 655,281 $0 $655,281
AG $ 4,641,907 $0 $4,641,907
AH $ 672,469 $0 $672,469
AJ $ 994,824 $0 $994,824
AK $ 30,000 $0 $30,000
AL $ 459,955 $0 $459,955
AM $ 98,886 $0 $98,886
AN $ 1,140,802 $0 $1,140,802
AP $ 348,864 $0 $348,864
AQ $ 0 $103,500 $103,500
- ---------------------------------------------------------------
TOTAL AMOUNT $34,159,315 $103,500 $34,262,815
===============================================================
7. As a result of this modification, the total contract firm-fixed price is
hereby increased from $32,690,260.00 (as last shown in Modification P00031) by
$103,500.00 to a new total contract firm-fixed price $32,793,760.00.
8. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
-10-
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 12
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00033
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See block 16C
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
M67854-96-C-ST005.33
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 3LC, MARCORSYSCOM
BARNETT AVE SUITE 315
QUANTICO VA 22134-5010
BUYER: LISA CAMPBELL 703-784-5822 EXT. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (770) 813-0180
7340 MCGINNIS FERRY ROAD FAX (770) 813-0741
SUWANEE GA 30174-2806
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(x) 9A. AMENDMENT OF SOLICITATION NO
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the followng methods: (a)
By completeing items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFER PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN RESULT IN REJECTION OF YOUR OFFER. If by virtue of
this amendment you desire to change an offer already submitted, such change may
be made by telegram or letter, provided each telegram or letter makes reference
to the solicitation and this amendment, and is received prior to the opening
hour and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
- --------------------------------------------------------------------------------
See paragraph 5 on page 3.
13 THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
---
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
------------------------------------------------------------------
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b)
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
SECTION C-3 EXERCISE OF OPTIONS AND MUTUAL AGREEMENT OF THE PARTIES
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (x) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE ATTACHED.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ BOB TERRY
--------------------------
(Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
2/28/96
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
TAMMY E. FAMOSO, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ Tammy E. Famoso
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
3/1/96
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 12
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00033
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See block 16C
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
M67854-96-C-ST005.313
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 3LC, MARCORSYSCOM
BARNETT AVE SUITE 315
QUANTICO VA 22134-5010
BUYER: LISA CAMPBELL 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA GA, 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (770) 813-0180
7340 MCGINNIS FERRY ROAD FAX (770) 813-0741
SUWANEE GA 30174-2806
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(x) 9A. AMENDMENT OF SOLICITATION NO
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the followng methods: (a)
By completeing items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFER PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN RESULT IN REJECTION OF YOUR OFFER. If by virtue of
this amendment you desire to change an offer already submitted, such change may
be made by telegram or letter, provided each telegram or letter makes reference
to the solicitation and this amendment, and is received prior to the opening
hour and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
See paragraph 5 on page 3.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b)
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
SECTION C-3 EXERCISE OF OPTIONS AND MUTUAL AGREEMENT OF THE PARTIES
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (x) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE ATTACHED.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ BOB TERRY
--------------------------
(Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
2/28/96
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
TAMMY E. FAMOSO, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
-29-
<PAGE>
M67854-94-C-2014
Modification P00033
The purpose of this modification is to: 1) exercise options for training in
Section B, 2) correct a subCLIN in Delivery #12C and revise a training date in
Section F, 3) revise the number of ISMTs shipped in April 1996 and revise the
FFP of CLIN 0245, 4) provide a delivery and training schedule in Section F, and
5) provide funds in Section G. Accordingly, the above named contract is
modified as follows:
1. Pursuant to Section C-3, Exercise of Options, of the contract, the following
options are hereby exercised and added to Section B as follows:
CLIN ACRN Description QTY/Unit Unit Price Amount
- ---- ---- ----------- -------- ---------- ------
0221,0243 ON-SITE TRAINING
MARINE CORPS
0221AB AP San Diego-2 days 1 EA $5,782 $5,782
0243AB AP San Diego-extra day 1 DAY $1,434 $1,434
0221AD AP Camp Pendleton-2 days 1 EA $5,677 $5,677
0243AD AP Camp Pendleton-extra day 1 DAY $1,389 $1,389
0221AF AP Camp Butler-2 days 1 EA $9,065 $9,065
0243AF AN Camp Butler-extra day 1 DAY $1,677 $1,677
0221AG AP 29 Palms-2 days 1 EA $5,610 $5,610
0243AG AP 29 Palms-extra day 1 DAY $1,368 $1,368
0221AP AP Jacksonville, NC 1 EA $4,447 $4,447
(New River) 2 days
CLIN ACRN Description QTY/Unit Unit Price Amount
- ----------- ---- ------------------------ -------- ---------- ------
0221,0321 ON-SITE TRAINING
ARMY NATIONAL GUARD
(3 days training
minimum
# of contractor
employees to provide
trng: 2 employees)
0221CD AR Camp Murray WA 1 EA $8,773 $8,773
0321BS AR Indianapolis IN 1 EA $6,318 $6,318
0321BT AR Oklahoma City OK 1 EA $6,591 $6,591
0321BU AR Peekskill NY 1 EA $7,181 $7,181
0321BV AR Nashville TN 1 EA $6,119 $6,119
0321BX AR Pineville LA 1 EA $6,101 $6,101
0321BY AR Jackson MS 1 EA $6,086 $6,086
0321BZ AR Austin TX 1 EA $6,799 $6,799
0321CA AR Annville PA 1 EA $4,447 $4,447
0321CB AR East Greenwich RI 1 EA $6,619 $6,619
0321CC AR Camp Edwards ME 1 EA $6,619 $6,619
0321CD AR Bethany Beach DE 1 EA $5,768 $5,768
0321CE AR San Juan PR 1 EA $7,473 $7,473
-30-
<PAGE>
M67854-94-C-2014
Modification P00033
2. The following revisions are made to Modification P00031:
a. In Attachment "A" to Modification P00031, Delivery #12C, subCLINn "0107AA"
is revised to read "0107AB."
b. In paragraph 3b of Modification P00031, the training dates for Camp
Lejeune, SLINs 0023AP and 0047AP, are revised from "6-8 March 1996" to "19-21
March 1996." (Restated in Section F of this modification for clarity.)
3. The following changes are made to Modification P00032:
a. In paragraph 3b of Modification P00032, the number and location of
delivery of ISMT for April 1996 is changed to read as follows:
Month Destinations Number of ISMTs
- ------------ ------------ ---------------
April 1996 29 Palms 3
New River 1
Dam Neck 2
Chesapeake 1
Note: MCSF N. Island was deleted from the April schedule.
b. As a result of paragraph 3a above and in accordance with clause H-21, the
firm-fixed price for Unlimited Warranty under CLIN 0245 is decreased from
$103,500 by $375 to a new FFP of $103,125.
4. The following Attachments to this modification are hereby incorporated into
Section F-3 FAR 52.212-1 TIME OF DELIVERY (APR 1984):
----------------------------------------
Attachment "A" USMC Delivery #13 to Camp Butler
USMC Delivery #14A, B, C, and D(4 locations)
Attachment "B" USMC Training Schedule: FEB-SEP 1996
Attachment "C" ANG Training Schedule: FEB-MAY 1996
5. As a result of paragraph 1 above, the following funds are hereby obligated
and incorporated into Section G-3 ACCOUNTING AND APPROPRIATION DATA as follows:
-------------------------------------
AP 1751109 6445 031 00701 0 000027 2D 000000 644530056172 $ 1,677.00
Doc. No. M9545096RC56172, Basic (USMC)
AN 1761109 6445 031 00701 0 000027 2D 000000 644530066020 $34,772.00
Doc. No. M9545096RC66020, Am. 1 (USMC)
-31-
<PAGE>
M67854-94-C-2014
Modification P00033
AQ 1761106 27MO 000 67854 0 000027 2D 000000 85496RC22143 dec. ($375.00)
Doc. No. M6785496RC22143, Basic
AR 2162065 18-1 1050 518893.57 21000, 2500, 2600 S44205 $84,894.00
MIPR No. M0002796MPR6062, Basic (Army National Guard)
Remainder of page intentionally left blank.
-32-
<PAGE>
M67854-94-C-2014
Modification P00033
6. A summary of funds obligated on contract are as follows:
ACRN: FUNDS PREVIOUSLY AMOUNT CURRENT
OBLIGATED ON CONTRACT INCREASED OR OBLIGATED
AS OF MOD. A00008: DECREASED ( ) AMOUNT ON
BY THIS CONTRACT:
MODIFICATION:
AA $11,300,715 $0 $11,300,715
AB $5,425,000 $0 $5,425,000
AC $1,053,650 $0 $1,053,650
AD* $7,081,812 $0 $7,081,812
AE $244,200 $0 $244,200
AF $655,281 $0 $655,281
AG $4,641,907 $0 $4,641,907
AH $672,469 $0 $672,469
AJ $994,824 $0 $994,824
AK $30,000 $0 $30,000
AL $459,955 $0 $459,955
AM $98,886 $0 $98,886
AN $1,140,802 $1,677 $1,142,479
AP $348,864 $34,772 $383,636
AQ $103,500 ($375) $103,125
AR $0 $84,894 $84,894
TOTAL AMOUNT: $34,251,865 $120,968 $34,372,833
- ---------------------------------------------------------------------
* decreased in Modification A00007 and A00008
7. As a result of this modification, the total contract firm-fixed price is
hereby increased from $32,782,810.00 (as last shown in Modification A00008) by
$120,968 to a new total contract firm-fixed price of $32,903,778.00.
8. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
-33-
<PAGE>
M67854-94-C-2014
Modification P00033
USMC Delivery #13
FOB Origin, 15 March 1996
Ship to:
Commanding General
MCB, Camp Butler, Okinawa, Japan
ATTN: Training and Audio Visual Support Center
Unit 35005
FPO AP 96373-5001
DODAAC: M20227
POC: SSgt. Byron Grable
DSN: 645-2453
Comm: 011-81-6117-45-2453
REQUIRED BY 15 MARCH 1996:
CLIN QTY DESCRIPTION
- ---- --- --------------
0100AB 7 ISMT Base Unit
0101AA 7 Training Video
0102AC 24 M-16
0103AC 7 M-9
0203AA 7 M-9
0104AB 7 Shot Gun
0105AC 14 M-249 SAW
0106AA 12 M240G
0106AB 2 M240G
0107AB 7 SMAW
0108AA 7 AT-4
0109AA 6 MK-19
0110AB 10 M-2
0111AC 6 M203
0218AA 7 FO
0219AA 7 Night Vision
0220AA 7 O&M Manuals
0122AA 1 Toolset
0128AB 2 Adapter Kit
0117AC 3 Shoot Back
0217AA 4 Shoot Back
* ADDITIONAL ITEMS DESIRED BY 15 MARCH 1996:
CLIN QTY DESCRIPTION
- ---- --- -----------
0102AC 6 M-16
0109AA 4 MK-19
0111AC 8 M203
* Items may be presented and accepted if available at no change in contract
price. If items are not delivered (FOB Origin) on 15 March 1996, items will be
rescheduled for delivery at a later date.
ATTACHMENT "A"
-34-
<PAGE>
P00033
Deliver 14A, 16 April 1995
Ship to:
Traffic Management Officer
ATTN: OIC, Training and Audio Visual Support Center
Marine Corps Air Station, New River
Jacksonville, NC 28545-5001
DODAAC M02021
POC SSgt. Crone
(910) 451-6676
CLIN QTY DESCRIPTION
- ---- --- --------------
0100AB 1 ISMT Base Unit
0201AA 1 Training Video
0102AE 4 M-16
0203AA 2 M-9
0204AA 1 Shot Gun
0105AG 1 M-249 SAW
0206AC 1 M240G
0107AB 0 SMAW
0108AB 1 AT-4
0109AB 1 Mk-19
0210AA 1 M-2
0111AE 1 M-203
0112 0 MP-5
0218AA 1 FO
0219AB 1 Night Vision
0220AA 1 O&M Manuals
-35-
<PAGE>
P00033
Deliver 14B, 16 April 1995
Ship to:
Officer in Charge
Marine Corps Security Force Dam Neck
1612 Regulus Ave.
Virginia Beach, VA 23461-2098
DODAAC M53530
POC CWO-3 John Oryan
(804) 433-6215
CLIN QTY DESCRIPTION
- ---- --- --------------
0100Ad 2 ISMT Base Unit
0101AA 2 Training Video
0202AC 8 M-16
0203AB 3 M-9
0303AA 3 M-9
0104AB 2 Shot Gun
0105AC 2 M-249 SAW
0206AC 2 M240G
0207AA 2 SMAW
0108AB 2 AT-4
0109AA 1 Mk-19
0109AB 1 Mk-19
0210AB 1 M-2
0211AD 2 M-203
0112AA 4 MP-5
0218AA 2 FO
0219AA 1 Night Vision
0219AD 1 Night Vision
0220AA 2 O&M Manuals
0217AA 2 Shoot-back
-36-
<PAGE>
P00033
Deliver 14C, 16 April 1995
Ship to:
Commanding General
Training and Visual Information Support Center
Marine Corps Air Ground Combat Center
Box 788104
Twenty-Nine Palms, CA 92278-8104
DODAAC M67399
POC: Mr. R.D. Hanenberger
(619) 368-6817
CLIN QTY DESCRIPTION
- ---- --- -----------
0100AB 3 ISMT Base Unit
0201AA 3 Training Video
0102AE 12 M-16
0203AA 6 M-9
0104AB 3 Shot Gun
0105AG 6 M-249 SAW
0206AC 6 M240G
0107AB 3 SMAW
0108AB 6 AT-4
0109AB 3 Mk-19
0110AB 3 M-2
0111AE 3 M-203
0112AA 0 MP-5
0218AA 3 FO
0219AB 3 Night Vision
0220AA 3 O&M Manuals
0217AA 3 Shoot-back
0122AB 1 Scenario Tool Set
0128AB 1 IST Adapter
-37-
<PAGE>
P00033
Deliver 14C, 16 April 1995
Ship to:
Commanding General
Marine Corps Security Force Training Center
1340 Olympic Ave.
Chesapeake, VA 23322
DODAAC M53531
POC CWO-5 Leo Sanders Jr.
(804) 421-8556
CLIN QTY DESCRIPTION
- ---- --- -----------
0100AB 1 ISMT Base Unit
0201AA 1 Training Video
0102AC 2 M-16
0102AE 2 M-16
0203AA 4 M-9
0104AB 1 Shot Gun
0205AA 1 M-249 SAW
0206AC 1 M240G
0107AB 1 SMAW
0108AB 1 AT-4
0109AA 1 Mk-19
0210AA 1 M-2
0111AE 1 M-203
0112AA 2 MP-5
0217AA 1 Shoot-back
0218AA 1 FO
0219AB 1 Night Vision
0220AA 1 O&M Manuals
-38-
<PAGE>
M67854-94C-2014
Modification P00033
USMC TRAINING SCHEDULE
CLIN DESCRIPTION/LOCATION TRAINING DATE
- ---- -------------------- -------------
0023AN, 0047AN Beaufort 27-29 Feb 96
0023AP, 0047AP Camp Lejeune 19-21 Mar 96
0023AK, 0047AK Yuma 19-21 Mar 96
0023AL, 0047AL El Toro 6-8 Mar 96
0221AB, 0243AB San Diego 26-28 Mar 96
0221AF, 0243AF Camp Butler 16-18 Apr 96
0221AP Jacksonville, NC (New River) 9-10 May 96
0221BA Dam Neck 14-15 May 96
0221AG, A243AG 29 Palms 21-23 May 96
0221BA Chesapeake 30-31 May 96
0221AD, 0243AD Camp Pendleton 12-14 June 96
0221AV MCSF Bangor 9-10 Jul 96
0221AX MCSF Yorktown 11-12 Jul 96
0221AU MCSF Kings Bay 15-16 Jul 96
0221AW MCSF N Island 12-13 Aug 96
0023AR, 0047AR MSG Quantico 14-16 Aug 96
0221BG Topsham ME 10-11 Sep 96
0221BG Manchester NH 12-13 Sep 96
0221BH Plainville CT 16-17 Sep 96
0221BH Garden City NY 18-19 Sep 96
0221BJ Rochester NY 23-24 Sep 96
0221BJ Buffalo NY 25-26 Sep 96
0221BE Moundsville WV 7-8 Oct 96
0221BE Philadelphia PA 9-10 Oct 96
0221BK Akron OH 8-9 Oct 96
0221BK Columbus OH 10-11 Oct 96
0221BF Baltimore MD 21-22 Oct 96
0221BD New Orleans LA 24-25 Oct 96
ATTACHMENT "B"
-39-
<PAGE>
M67854-94-C-2014
Modification P00033
ARMY NATIONAL GUARD TRAINING SCHEDULE
CLIN DESCRIPTION/LOCATION TRAINING DATE
- ---- -------------------- ---------------
0221CB Lexington VA 20-22 Feb 96
0321BU Peekskill NY 27-29 Feb 96
0321CC Camp Edwards ME 12-14 Mar 96
0321BY Camp Shelby 19-21 Mar 96
0221BZ Honolulu HI 27-29 Mar 96
0321BX Pineville LA 2-4 Apr 96
0221BX Eastover SC 9-11 Apr 96
0221BW Johnston IA 16-18 Apr 96
0321CA Annville PA 16-18 Apr 96
0221BY Camp Roberts CA 23-25 Apr 96
0321BZ Austin TX 30 Apr-2 May 96
0321CE San Juan PR 30 Apr-2 May 96
0321BS Indianapolis IN 21-23 May 96
0321CB East Greenwich RI 2-4 Jun 96
ATTACHMENT "C"
-40-
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
J
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
A00008
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
02/23/96
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE S1103A
-------------
DCMAO Atlanta
805 WALKER STREET, SUITE 1
MARIETTA, GA 30060-2789
POC: LT K. Eric Oettl (770) 590-6009/DSN 697-6009
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than Item 6) CODE
-------------
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS, INC.
7340 MCGINNIS FERRY ROAD
SUWANEE GA 30174-2806
- --------------------------------------------------------------------------------
CODE 76478 FACILITY CODE (
- --------------------------------------------------------------------------------
(x) 9A. AMENDMENT OF SOLICITATION NO.
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
---------------------------------------
M67854-94-C-2014
10B. DATED (See Item 13)
08/04/94
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing items 8 and 15, and returning copies of the amendment;
------
(b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of
this amendment you desire to change an offer already submitted, such change may
be made by telegram or letter, provided each telegram or letter makes reference
to the solicitation and this amendment, and is received prior to the opening
hour and date specified.
- --------------------------------------------------------------------------------
12. Accounting and Appropriation Data (If required)
AD 1741109 6445 031 00701 0 000027 2D 00000 644530046092
Net decrease $6,950.00
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
- CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b)
- --------------------------------------------------------------------------------
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
FAR 42.302(b)(3)
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (x) is required to sign this document and
return 1 copy to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
The purpose of this modification is to revise the delivery schedule for CLIN
0109AA OF USMC deliveries 6, 7A, 9A, and 9B as follows:
Delivery No. CLIN QTY Org Date Revised Date
USMC 6 0109AA 4 16 AUG 95 NLT 05 MAR 96
USMC 7A 0109AA 3 16 OCT 95 NLT 05 MAR 96
USMC 9A 0109AA 2 16 NOV 95 NLT 05 MAR 96
USMC 9B 0109AA 1 16 NOV 95 NLT 05 MAR 96
As consideration for this delivery extension, the contractor offers and the
Government accepts $6,950.00. The total contract price is reduced by $6,950.00
from $32,789,760 to $32,782,810.00.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ BOB TERRY
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
23 Feb 96
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
PATRICK GOURLEY ADMINISTRATIVE CONTRACTING OFFICER
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ PATRICK GOURLEY
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
2-23-96
- --------------------------------------------------------------------------------
NSN 7540-01-152-9070 Created using STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE PerForm Pro Software Prescribed by GSA
FAR (48 CFR) 53.243
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 3
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00034
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See block 16C
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 3LC, MARCORSYSCOM
BARNETT AVE SUITE 315
QUANTICO VA 22134-5010
BUYER: LISA CAMPBELL 703-784-5822 EXT. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than Item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA GA, 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS (770) 813-0180
7340 MCGINNIS FERRY ROAD FAX (770) 813-0741
SUWANEE GA 30174-2806
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(x) 9A. AMENDMENT OF SOLICITATION NO
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the followng methods: (a)
By completeing items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFER PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN RESULT IN REJECTION OF YOUR OFFER. If by virtue of
this amendment you desire to change an offer already submitted, such change may
be made by telegram or letter, provided each telegram or letter makes reference
to the solicitation and this amendment, and is received prior to the opening
hour and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
See paragraph 3 on page 2.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
MUTUAL AGREEMENT OF THE PARTIES AND SECTION C-3, EXCERCISE OF OPTIONS
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (x) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE ATTACHED.
Escept as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B CONTRACTOR/OFFEROR
/s/ BOB TERRY
--------------------------
(Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
14 MAR 1996
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
TAMMY E. FAMOSO, UNITED STATES MARINE CORPS.
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ Tammy E. Famoso
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
3/14/96
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 3
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00034
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See block 16C
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 3LC, MARCORSYSCOM
BARNETT AVE SUITE 315
QUANTICO VA 22134-5010
BUYER: LISA CAMPBELL 703-784-5822 EXT. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA GA, 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (770) 813-0180
7340 MCGINNIS FERRY ROAD FAX (770) 813-0741
SUWANEE GA 30174-2806
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(x) 9A. AMENDMENT OF SOLICITATION NO
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the followng methods: (a)
By completeing items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFER PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN RESULT IN REJECTION OF YOUR OFFER. If by virtue of
this amendment you desire to change an offer already submitted, such change may
be made by telegram or letter, provided each telegram or letter makes reference
to the solicitation and this amendment, and is received prior to the opening
hour and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
See paragraph 3 on page 2.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b)
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
MUTUAL AGREEMENT OF THE PARTIES AND SECTION C-3, EXCERCISE OF OPTIONS
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (x) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE ATTACHED.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B CONTRACTOR/OFFEROR
/s/ BOB TERRY
--------------------------
(Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
14 MAR 1996
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
TAMMY E. FAMOSO, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ T.E.F.
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
-26-
<PAGE>
M67854-94-C-2014
Modification P00034
The purpose of this modification is to: 1) exercise options for Shoot-back
Capabilities in Section B, 2) revise delivery and training dates, and 3) provide
funds in Section G. Accordingly, the above named contract is modified as
follows:
1. Pursuant to Section C-3, Exercise of Options, of the contract, the following
options are hereby exercised and added to Section B as follows:
CLIN ACRN Description Qty/Unit Unit Amount
- -------- ---- ----------- -------- Price ----------
-------
0217AA AP Shoot-Back 95 EA $968.00 $91,960.00
Capability
2. The following revisions are made to Modification P00033:
a. In Modification P00033, Attachment "A," the delivery date for USMC
Delivery #13 is revised from "15 March 1996" to the following: "19 MARCH 1996"
b. In Modification P00033, Attachment "C," the training date for CLIN
0221BW, Location: Johnston IA, is revised from "16-18 Apr 96" to the following:
"23-25 APR 96"
3. As a result of paragraph 1 above, the following funds are hereby obligated
and incorporated into Section G-3 ACCOUNTING AND APPROPRIATION DATA as follows:
-------------------------------------
AP 1761109 6445 031 00701 0 000027 2D 000000 644530066020 $91,960.00
Doc. No. M9545096RC66020, Am. 1 (USMC)
Remainder of the page is intentionally left blank.
-27-
<PAGE>
M67854-94-C-2014
Modification P00034
4. A summary of funds obligated on contract are as follows:
==============================================================
ACRN: FUNDS AMOUNT CURRENT
PREVIOUSLY INCREASED OR OBLIGATED
OBLIGATED ON DECREASED ( ) AMOUNT ON
CONTRACT AS OF BY THIS CONTRACT:
MOD. A0008: MODIFICATION:
==============================================================
AA $11,300,715 $0 $11,300,715
AB $5,425,000 $0 $5,425,000
AC $1,053,650 $0 $1,053,650
AD $7,081,812 $0 $7,081,812
AE $244,200 $0 $244,200
AF $655,281 $0 $655,281
AG $4,641,907 $0 $4,641,907
AH $672,469 $0 $672,469
AJ $994,824 $0 $994,824
AK $30,000 $0 $30,000
AL $459,955 $0 $459,955
AM $98,886 $0 $98,886
AN $1,142,479 $0 $1,142,479
AP $383,636 $91,960 $475,596
AQ $103,125 $0 $103,125
AR $84,894 $0 $84,894
- --------------------------------------------------------------
TOTAL AMOUNT: $34,372,833 $91,960 $34,464,793
==============================================================
5. As a result of this modification, the total contract firm-fixed price is
hereby increased from $32,903,778.00 (as last shown in Modification P00033) by
$91,960.00 to a new total contract firm-fixed price of $32,995,738.00.
6. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
-28-
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 12
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00033
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See Block 16c
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQ. NO.
M67854-96-C-ST005.33
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CTQ 3LC, MARCORSYSCOM
2033 BARNETT AVE, SUITE 315
QUANTICO, VA 22134-5010
BUYER: LISA CAMPBELL 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If Other Than Item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA, GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC (770) 813-0180
7340 MCGINNIS FERRY ROAD FAX (770) 813-0741
SUWANEE, GA 30174-2806
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning copies of the amendment;
---
(b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
See paragraph 5 on page 3.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b)
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
Section C-3, EXERCISE OF OPTIONS AND MUTUAL AGREEMENT OF THE PARTIES
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (x) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
See Attached.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Bob Terry
--------------------------
(Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
2/28/96
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
TAMMY E. FAMOSO, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/S/ Tammy E. Famoso
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
3/1/96
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
<PAGE>
M67854-94-C-2014
Modification P00033
The purpose of this modification is to: 1) exercise options for training in
Section B, 2) correct a subCLIN in Delivery #12C and revise a training date in
Section F,3) revise the number of ISMTs shipped in April 1996 and revise the FFP
of CLIN 0245, 4) provide a delivery and training schedule in Section F, and 5)
provide funds in Section G. Accordingly, the above named contract is modified
as follows:
1. Pursuant to Section C-3, Exercise of Options, of the contract, the following
options are hereby exercised and added to Section B as follows:
<TABLE>
<CAPTION>
CLIN ACRN Description Qty/Unit Unit Price Amount
- ---- ---- ----------- -------- ---------- ------
<S> <C> <C> <C> <C> <C>
0221,0243 ON-SITE TRAINING
MARINE CORPS
0221AB AP San Diego - 2 days 1 EA $5,782 $5,782
0243AB AP San Diego - extra days 1 DAY $1,434 $1,434
0221AD AP Camp Pendleton - 2 days 1 EA $5,677 $5,677
0243AD AP Camp Pendleton - extra day 1 DAY $1,389 $1,389
0221AF AP Camp Butler - 2 days 1 EA $9,065 $9,065
0243AF AN Camp Butler - extra day 1 DAY $1,677 $1,677
0221AG AP 29 Palms - 2 days 1 EA $5,610 $5,610
0243AG AP 29 Palms - extra day 1 DAY $1,368 $1,368
0221AP AP Jacksonville, NC (New 1 EA $4,447 $4,447
River)
2 days
<CAPTION>
CLIN ACRN Description Qty/Unit Unit Price Amount
- ----------- ---- ----------- -------- ---------- ------
<S> <C> <C> <C> <C> <C>
0221,0321 ON-SITE TRAINING ARMY
NATIONAL GUARD
(3 days training; minimum #
of contractor employees to
provide trng: 2 employees)
0221CD AR Camp Murray WA 1 EA $8,773 $8,773
0321BS AR Indianapolis IN 1 EA $6,318 $6,318
0321BT AR Oklahoma City OK 1 EA $6,591 $6,591
0321BU AR Peekskill NY 1 EA $7,181 $7,181
0321BV AR Nashville TN 1 EA $6,119 $6,119
0321BX AR Pineville LA 1 EA $6,101 $6,101
0321BY AR Jackson MS 1 EA $6,086 $6,086
0321BZ AR Austin TX 1 EA $6,799 $6,799
0321CA AR Annville PA 1 EA $4,447 $4,447
0321CB AR East Greenwich RI 1 EA $6,619 $6,619
0321CC AR Camp Edwards ME 1 EA $6,619 $6,619
0321CD AR Bethany Beach DE 1 EA $5,768 $5,768
0321CE AR San Juan PR 1 EA $7,473 $7,473
</TABLE>
-96-
<PAGE>
M67854-94-C-2014
Modification P00033
2. The following revisions are made to Modification P00031:
a. In Attachment "A" to Modification P00031, Delivery #12C, subCLIN
"0107AA" is revised to read "0107AB."
b. In paragraph 3b of Modification P00031, the training dates for Camp
Lejeune, SLINs 0023AP and 0047AP, are revised from "6-8 March 1996" to "19-21
March 1996." (Restated in Section F of this modification for clarity.)
3. The following changes are made to Modification P00032:
a. In paragraph 3b of Modification P00032, the number and location of
delivery of ISMT for April 1996 is changed to read as follows:
<TABLE>
<CAPTION>
Month Destinations Number of ISMTs
- ------------ ------------ ---------------
<S> <C> <C>
April 1996 29 Palms 3
New River 1
Dam Neck 2
Chesapeake 1
</TABLE>
Note: MCSF N Island was deleted from the April schedule.
b. As a result of paragraph 3a above in accordance with clause H-21, the
firm-fixed price for Unlimited Warranty under CLIN 0245 is decreased from
$103,500 by $375 to a new FFP of $103,125.
4. The following Attachments to this modification are hereby incorporated into
Section F-3 FAR 52.212-1 TIME OF DELIVERY (APR 1984):
-----------------------------------------
Attachment "A" USMC Delivery #13 to Camp Butler
USMC Delivery #14A, B, C, and D (4 locations)
Attachment "B" USMC Training Schedule: FEB-SEP 1996
Attachment "C" ANG Training Schedule: FEB-MAY 1996
5. As a result of paragraph 1 above, the following funds are hereby obligated
and incorporated into Section G-3 ACCOUNTING AND APPROPRIATIONS DATA as follows:
--------------------------------------
AN 1751109 6445 031 00701 0 000027 2D 000000 644530056172 $1,677.00.
Doc. No. M9545096RC56172, Basic (USMC)
AP 1761109 6445 031 00701 0 00027 2D 000000 644530066020 $34,772.00.
Doc. No. M9545096RC66020, Am. 1 (USMC)
-97-
<PAGE>
M67854-94-C-2014
Modification P00033
(cont.)
AQ 1761106 27MO 000 67854 0 000027 2D 000000 85496RC22143 dec. ($375.00).
Doc. No. M6785496RC22143,Basic
AR 2162065 18-1 1050 518893.57 21000, 2500, 2600 S44205 $84,894.00.
MIPR No. M0002796MPR6062,Basic (Army National Guard)
Remainder of page intentionally left blank.
-98-
<PAGE>
M67854-94-C-2014
Modification P00033
6. A summary of funds obligated on contract are as follows:
<TABLE>
<CAPTION>
============================================================
ACRN: FUNDS AMOUNT INCREASED CURRENT
PREVIOUSLY OR DECREASED ( ) OBLIGATED
OBLIGATED ON BY THIS AMOUNT ON
CONTRACT AS OF MODIFICATION: CONTRACT:
MOD. A00008
- -------------------------------------------------------------
<S> <C> <C> <C>
AA $11,300,715 $0 $11,300,715
AB $ 5,425,000 $0 $ 5,425,000
AC $ 1,053,650 $0 $ 1,053,650
AD * $ 7,081,812 $0 $ 7,081,812
AE $ 244,200 $0 $ 244,200
AF $ 655,281 $0 $ 655,281
AG $ 4,641,907 $0 $ 4,641,907
AH $ 672,469 $0 $ 672,469
AJ $ 994,824 $0 $ 994,824
AK $ 30,000 $0 $ 30,000
AL $ 459,955 $0 $ 459,955
AM $ 98,886 $0 $ 98,886
AN $ 1,140,802 $1,677 $ 1,142,479
AP $ 348,864 $34,772 $ 383,636
AQ $ 103,500 ($375) $ 103,125
AR $ 0 $84,894 $ 84,894
TOTAL
AMOUNT: $34,251,865 $120,968 $34,372,833
============================================================
</TABLE>
* decreased in Modifications A00007 and A00008
7. As a result of this modification, the total contract firm-fixed price is
hereby increased from $32,782,810.00 (as last shown in Modification A0008) by
$120,968 to a new total contract firm-fixed price of $32,903,778.00.
8. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
-99-
<PAGE>
M67854-94-C-2014
Modification P00033
USMC Delivery #13
FOB Origin, 15 March 1996
Ship to:
Commanding General
MCB, Camp Butler, Okinawa, Japan
ATTN: Training and Audio Visual Support Center
Unit 35005
FPO AP 96373-5001
DODAAC: M20227
POC: SSgt Bryon Grable
DSN: 645-2453
Comm: 011-81-6117-45-2453
REQUIRED BY 15 MARCH 1996:
CLIN QTY DESCRIPTION
- ---- --- -----------
0100AB 7 ISMT Base Unit
0101AA 7 Training Video
0102AC 24 M-16
0103AC 7 M-9
0203AA 7 M-9
0104AB 7 Shot Gun
0105AC 14 M-249 SAW
0106AA 12 M240G
0106AB 2 M240G
0107AB 7 SMAW
0108AB 7 AT-4
0109AB 6 MK-19
0110AB 10 M-2
0111AC 6 M203
0218AA 7 FO
0219AA 7 Night Vision
0220AA 7 O&M Manuals
0122AA 1 Toolset
0128AB 2 Adapter Kit
0117AC 3 Shoot Back
0217AA 4 Shoot Back
-100-
<PAGE>
M67854-94-C-2014
Modification P00033
* ADDITIONAL ITEMS DESIRED BY 15 MARCH 1996:
CLIN QTY DESCRIPTION
- ---- --- -----------
0102AC 6 M-16
0109AA 4 MK-19
0111AC 8 M203
* Items may be presented and accepted if available at no change in contract
price. If items are not delivered (FOB Origin) on 15 March 1996, items will be
rescheduled for delivery at a later date.
ATTACHMENT "A"
-101-
<PAGE>
P00033
Delivery 14A, 16 April 1995
Ship to:
Traffic Management Officer
ATTN: OIC, Training and Audio Visual Support Center
Marine Corps Air Station, New River
Jacksonville, NC 28545-5001
DODAAC M02021
POC SSgt. Crone
(910) 451-6676
CLIN QTY DESCRIPTION
- ---- --- -----------
0100AB 1 ISMT Base Unit
0101AA 1 Training Video
0102AE 4 M-16
0203AA 2 M-9
0204AA 1 Shot Gun
0105AG 1 M-249 SAW
0206AC 1 M240G
0107AB 0 SMAW
0108AB 1 AT-4
0109AB 1 MK-19
0210AA 1 M-2
0111AE 1 M-203
0112 0 MP-5
0218AA 1 MP-5
0218AA 1 FO
0219AB 1 Night Vision
0220AA 1 O&M Manuals
-102-
<PAGE>
P00033
Delivery 14B, 16 April 1996
Ship to:
Officer in Charge
Marine Corps Security Force Dam Neck
1612 Regulus Ave
Vriginia Beach, VA 23461-2098
DODAAC M53530
POC CWO-3 John Oryan
(804) 433-6215
CLIN Qty Description
- ---- --- -----------
0100AD 2 ISMT Base Unit
0101AA 2 Training Video
0202AC 8 M-16
0203AB 3 M-9
0103AD 3 M-9
0104AB 2 Shot Gun
0105AC 2 M-249 SAW
0206AC 2 M240G
0207AA 2 SMAW
0108AB 2 AT-4
0109AB 1 Mk-19
0109AB 1 Mk-19
0210AB 1 M-2
0211AD 2 M-203
0112AA 4 MP-5
0218AA 2 FO
0219AA 1 Night Vision
0219AD 1 Night Vision
0220AA 2 O&M Manuals
0217AA 2 Shoot-back
-103-
<PAGE>
P00033
Delivery 14C, 16 April 1996
Ship to:
Commanding General
Training and Visual Information Support Center
Marine Corps Air Ground Combat Center
Box 788104
Twenty-Nine Palms, CA 92278-8104
DODAAC M67399
POC: Mr. R.D. Hanenberger
(619) 368-6817
CLIN Qty Description
- ---- --- -----------
0100AB 3 ISMT Base Unit
0101AA 3 Training Video
0102AE 12 M-16
0203AA 6 M-9
0104AB 3 Shot Gun
0105AG 6 M-249 SAW
0206AC 6 M-240G
0107AB 3 SMAW
0108AB 6 AT-4
0109AB 3 Mk-19
0110AB 3 M-2
0111AE 3 M-203
0112AA 0 MP-5
0218AA 3 FO
0219AB 3 Night Vision
0220AA 3 O&M Manuals
0217AA 3 Shoot-back
0122AB 1 Scenario Tool Set
0128AB 1 IST Adapter
-104-
<PAGE>
P00033
Delivery 14D, 16 April 1995
Ship to:
Commanding Officer
Marine Corps Security Force Training Center
1340 Olympic Ave.
Chesapeake, VA 23322
DODAAC M53531
POC CWO-5 Leo Sanders, Jr.
(804) 421-8556
CLIN Qty Description
- ---- --- -----------
0100AB 1 ISMT Base Unit
0101AA 1 Training Video
0102AC 2 M-16
0102AE 2 M-16
0203AA 4 M-9
0104AB 1 Shot Gun
0107AC 1 M-249 SAW
0206AC 1 M240G
0107AB 1 SMAW
0108AB 1 AT-4
0109AB 1 Mk-19
0210AA 1 M-2
0111AE 1 M-203
0112AA 2 MP-5
0217AA 1 Shoot-back
0218AA 1 FO
0219AB 1 Night Vision
0220AA 1 O&M Manuals
-105-
<PAGE>
M67854-94-C-2014
Modification P00033
USMC TRAINING SCHEDULE
<TABLE>
<CAPTION>
CLIN DESCRIPTION/LOCATION TRAINING DATE
- ---- -------------------- -------------
<S> <C> <C>
0023AN, 0047AN Beaufort 27-29 Feb 96
0023AP, 0047AP Camp Lejeune 19-21 Mar 96
0023AK, 0047AK Yuma 19-21 Mar 96
0023AL, 0047AL El Toro 6-8 Mar 96
0221AB, 0243AB San Diego 26-28 Mar 96
0221AF, 0243AF Camp Butler 16-18 Apr 96
0221AP Jacksonville, NC 9-10 May 96
(New
River)
0221BA Dam Neck 14-15 May 96
0221AG, A243AG 29 Palms 21-23 May 96
0221BA Chesapeake 30-31 May 96
0221AD, 0243AD Camp Pendleton 12-14 Jun 96
0221AV MCSF Bangor 9-10 Jul 96
0221AX MCSF Yorktown 11-12 Jul 96
0221AU MCSF Kings Bay 15-16 Jul 96
0221AW MCSF N Island 12-13 Aug 96
0023AR, 0047AR MSG Quantico 14-16 Aug 96
0221BG Topsham ME 10-11 Sep 96
0221BG Manchester NH 12-13 Sep 96
0221BH Plainville CT 16-17 Sep 96
0221BH Garden City NY 18-19 Sep 96
0221BJ Rochester NY 23-24 Sep 96
0221BJ Buffalo NY 25-26 Sep 96
0221BE Moundsville WV 7-8 Oct 96
0221BE Philadelphia PA 9-10 Oct 96
0221BK Akron OH 8-9 Oct 96
0221BK Columbus OH 10-11 Oct 96
0221BF Baltimore MD 21-22 Oct 96
0221BD New Orleans LA 24-25 Oct 96
</TABLE>
ATTACHMENT "B"
-106-
<PAGE>
M67854-94-C-2014
Modification P00033
ARMY NATIONAL GUARD TRAINING SCHEDULE
<TABLE>
<CAPTION>
CLIN DESCRIPTION/LOCATION TRAINING DATE
- -------- -------------------- ---------------
<S> <C> <C>
0221CB Lexington VA 20-22 Feb 96
0321BU Peekskill NY 27-29 Feb 96
0321CC Camp Edwards ME 12-14 Mar 96
0321BY Camp Shelby 19-21 Mar 96
0221BZ Honolulu HI 27-29 Mar 96
0321BX Pineville LA 2-4 Apr 96
0221BX Eastover SC 13-15 May 96
0221BW Johnston IA 23-25 Apr 96
0321CA Annville PA 16-18 Apr 96
0221BY Camp Roberts CA 23-25 Apr 96
0321BZ Austin TX 30 Apr-2 May 96
0321CE San Juan PR TBD
0321BS Indianapolis IN 21-23 May 96
0321CB East Greenwich RI 2-4 Jun 96
===============================================
</TABLE>
ATTACHMENT "C"
-107-
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 3
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00034
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See Block 16C
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 3LW, MARCORSYSCOM
2033 BARNETT AVE, SUITE 315
QUANTICO, VIRGINIA 22134-5010
BUYER: LISA WERBICKAS 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA, GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (770) 813-0180
7340 MCGINNIS FERRY ROAD FAX (770) 813-0741
SUWANEE, GA 30174-2806
TIN#: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning copies of the amendment;
----
(b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
See paragraph 3 on page 2.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES
THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
MUTUAL AGREEMENT OF THE PARTIES AND SECTION C-3 EXERCISE OF OPTIONS
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
SEE ATTACHED.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
BOB TERRY, DIRECTOR OF PROGRAMS
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Bob Terry
------------------------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
14 Mar 96
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
TAMMY E. FAMASO, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ Tammy E. Famaso
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
Mar 14 1996
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
-86-
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
J
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
A00008
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
02/23/96
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE S1103A
-------------
DCMAO Atlanta
805 Walker Street, Suite 1
ATTN: DCMDS-GAACA
Marietta, GA 30060-2789
POC: LT K. Eric Oettl (770) 590-6009/DSN 697-6009
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE
-------------
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC.
7340 MCGINNIS FERRY ROAD
SUWANEE, GA 30174-2806
- --------------------------------------------------------------------------------
CODE 76478 FACILITY CODE
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (SEE ITEM 11)
---------------------------------------
10A. MODIFICATION OF CONTRACT/ORDER
X M67854-94-C-2014
---------------------------------------
10B. DATED (SEE ITEM 13)
08/04/94
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning copies of the amendment;
----
(b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
AD 1741109 6445 031 00701 0 000027 2D 000000 644530046092
Net decrease $6,950.00
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES
THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
- --- CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
FAR 42.302(b)(3)
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document and
return 1 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
The purpose of this modification is to revise the delivery schedule for CLIN
0109AA of USMC deliveries 6, 7A, 9A, and 9B as follows:
Delivery No. CLIN QTY Org Date Revised Date
USMC 6 0109AA 4 16 AUG 95 NLT 05 MAR 96
USMC 7A 0109AA 3 16 OCT 95 NLT 05 MAR 96
USMC 9A 0109AA 2 16 NOV 95 NLT 05 MAR 96
USMC 9B 0109AA 1 16 NOV 95 NLT 05 MAR 96
As consideration for this delivery extension, the contractor offers and the
Government accepts $6,950.00. The total contract price is reduced by $6,950.00
from $32,789,760.00 to $32,782,810.00.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Bob Terry
------------------------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
23 Feb 96
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
PATRICK GOURLEY
ADMINISTRATIVE CONTRACTING OFFICER
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ Patrick Gourley
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
2-23-96
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
-514-
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
A00007
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
02/08/96
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE S1103A
-------------
MAO Atlantic
Walker Street, Suite 1
ATTN: DCMDS-GAMA
Marietta, GA 30060-2789
POC: LT K. Eric Oetti (770) 590-6349/DSN 697-6349)
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE
-------------
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC.
7340 MCGINNIS FERRY ROAD
SUWANEE, GA 30174-2806
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
08/04/94
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning copies of the amendment;
----
(b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
AD 1741109 6445 031 00701 0 000027 2D 000000
Net decrease $4,000.00
644530046092
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES
THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
FAR 42.302(b)(3)
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document and
return 1 copy to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
The purpose of this modification is to revise the delivery schedule for CLINS
0109AA and 0109AB of USMC deliveries 8, 11B and 11 C as follows:
DELIVERY NO. CLIN QTY ORGANIZATION DATE REVISED DATE
USMC 8 0109AA 6 16 OCT 95 NLT 05 MAR 96
USMC 11B 0109AA 1 16 JAN 96 NLT 05 MAR 96
USMC 11C 0109AA 3 16 JAN 96 NLT 05 MAR 96
USMC 11C 0109AB 5 16 JAN 96 NLT 05 MAR 96
As consideration for this delivery extenstion, the contractor offers and the
Government accepts $4,000.00. The total contract price is reduced by $4,000.00,
from $32,793,760.00 to $32,789,760.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Bob Terry
------------------------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
PATRICK GOURLEY
ADMINISTRATIVE CONTRACTING OFFICER
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ Patrick Gourley
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
14 FEBRUARY 1996
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
-91-
<PAGE>
M78654-94-C2014
Modification P00034
The purpose of this modification is to: 1) exercise options for Shoot-back
Capabilities in Section B, 2) revise delivery and training dates, and 3) provide
funds in Section G. Accordingly, the above named contract is modified as
follows:
1. Pursuant to Section C-3, Exercise of Options, of the contract, the following
options are hereby exercised and added to Section B as follows:
CLIN ACRN DESCRIPTION QTY/UNIT Unit Price Amount
- ---- ---- ----------- -------- ---------- ------
0217AA AP Shoot-Back 95 EA $968.00 $91,960.00
Capability
2. The following revisions are made to Modification P00033:
a. In Modification P00033, Attachment "A," the delivery date for USMC
Delivery #13 is revised from "15 March 1996" to the following: "19 MARCH 1996"
b. I Modification P00033, Attachment "C," the training date for CLIN
0221BW, Location: Johnston IA, is revised from "16-18 Apr 96" to the following:
"23-25 APR 96"
3. As a result of paragraph 1 above, the following funds are hereby obligated
and incorporated into Section G-3 ACCOUNTING AND APPROPRIATION DATA as follows:
-------------------------------------
AP 1761109 6445 031 00701 0 000027 2D 000000 644530066020 $91,960.00
Doc. No. M9545096RC66020, Am. 1 (USMC)
Remainder of the page is intentionally left blank.
-87-
<PAGE>
M67854-94-C-2014
Modification P00034
4. A summary of funds obligated on contract are as follows:
<TABLE>
<CAPTION>
================================================================================
ACRN: FUNDS PREVIOUSLY AMOUNT INCREASED CURRENT
OBLIGATED ON OR OBLIGATED
CONTRACT AS OF MOD. DECREASED ( ) BY AMOUNT ON
A00008 THIS MODIFICATION: CONTRACT:
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
AA $11,300,715 $0 $11,300,715
AB $ 5,425,000 $0 $ 5,425,000
AC $ 1,053,650 $0 $ 1,053,650
AD $ 7,081,812 $0 $ 7,081,812
AE $ 244,200 $0 $ 244,200
AF $ 655,281 $0 $ 655,281
AG $ 4,641,907 $0 $ 4,641,907
AH $ 672,469 $0 $ 672,469
AJ $ 994,824 $0 $ 994,824
AK $ 30,000 $0 $ 30,000
AL $ 459,955 $0 $ 459,955
AM $ 98,886 $0 $ 98,886
AN $ 1,142,479 $0 $ 1,142,479
AP $ 383,636 $91,960 $ 475,596
AQ $ 103,125 $0 $ 103,125
AR $ 84,894 $0 $ 84,894
TOTAL
AMOUNT: $34,372,833 $91,960 $34,464,793
================================================================================
</TABLE>
5. As a result of this modification, the total contract firm-fixed price is
hereby increased from $32,903,778.00 (as last shown in Modification P00033) by
$91,960.00 to a new total contract firm-fixed price of $32,995,738.00.
6. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
-88-
<PAGE>
ECP 76478-010/96 R1
ENCLOSURE 1
1. EFFECT ON PRODUCT CONFIGURATION DOCUMENTATION OR CONTRACT
e. Nomenclature: Add CLIFT to ISMT/IST at USMC option.
2. EFFECTS ON ILS ELEMENTS:
b. Maintenance Concept: Add the 81mm Mortar.
e. Spares and Repair Parts: Provision for Maintenance Level. Spares to be
negotiated per recommendation by FATS 60 days prior to first delivery
for mortars (recommended quantities 10%) of total purchase).
f. Technical Manuals: Develop Operator/Depot Manuals.
i. Operator Training: Modify OJT Manual/Update-Revision.
m. Contract Maintenance: Add Depot Maintenance of 80mm Mortar.
n. Packaging: Develop new packaging for 81mm Mortar.
o. Test Plan, Test & Report: Testing and Acceptance document.
3. OTHER CONSIDERATIONS
g. WARRANTY: Add FATS standard 90 day Commercial Warranty as agreed upon.
h. PARTS CONTROL: Need to add repair parts, part numbers, in all
referenced parts lists, LRU lists, deport parts lists, tech manuals,
etc.
i. LIFE CYCLE COSTS: Increased for support of 81mm Mortar simulator.
-90-
<PAGE>
M67854-94-C-2014
Modification P00038
The purpose of this modification is to: 1) exercise options under CLIN 0203, 2)
provide shipping instruction and delivery schedule for SLIN 0203AE, and 3)
provide funds. Accordingly, the above numbered contract is modified as follows:
1. Pursuant to Section C-3, Exercise of Options, of the contract, the following
options are hereby exercised and added to Section B as follows:
SLIN ACRN Description Qty Unit Unit Price Amount
- ---- ---- ----------- --- ---- ---------- ------
0203AE AF M-9 Pistol 6 EA $2,735.00 $16,420.00
2. a. The following is hereby added to Section F-2:
SHIPPING INSTRUCTIONS FOR SLIN 0203AE, M-9 PISTOLS, QUANTITY 6:
---------------------------------------------------------------
a. Phone number and point of contact to appear on shipping document.
Point of contact is Mr. John McCleland at phone number (in Germany) 069-
78909-677 or 720 or 737.
b. Shipment is to be marked "Door to Door," written "FREI HAUS" in German.
c. Shipment is to be marked "Training Devise." (Do not mark contents as a
---
weapon.)
d. Shipping agent is to notify the point of contact a minimum of 24 hours
in advance to allow obtaining of customs clearance form. POC phone number
from U.S. is 011-49-69-78909-677 or 720 or 737.
e. SHIP TO ADDRESS: Transportation Officer
104th ASG DODAAC W81J7R
Grossauheim Kaserne
CNSR 470, Bldg 601
Depot Str. Grossauheim
63457 Hanau
f. MARKED FOR: Accountable Officer
Training Support Activity, Europe
(TSAE)
Building 2523, Gaugrafenstr. 24
60489 Frankfurt/Main
-92-
<PAGE>
M67854-94-C-2014
Modification P00038
b. The following are hereby added to Section F-3, FAR 52.212-1 TIME OF
--------------------
DELIVERY (APR 1984):
-------------------
CLIN Description Quantity Required Delivery Date
---- ----------- -------- ----------------------
0203AE M-9 Pistol 6 No later than 17 JUNE 1996. DESIRED
DELIVERY DATE: FOB Origin, 16 MAY 1996
NOTE: Early shipment of CLIN 0203AE is authorized at no change in contract
price.
3. The following is hereby added to Section G-3 ACCOUNTING AND APPROPRIATION
--------------------------------
DATA:
- ----
a. As a result of paragraph 1 of this modification, funds are provided as
follows:
AT 2162020 89-3780 114093 0000A 31EA MIPR9660749019/VU7U S91533 $16,410.00.
MIPR Number 96MP605, Basic (STRICOM)
b. TAC: The shipment of M-9 Pistols under SLIN 0203 AE is for
Implementation Force Operations in Bosnia and shall be charged to
Transportation Account Code ABS5.
4. A summary of funds obligated on contract are as follows:
<TABLE>
<CAPTION>
================================================================================
ACRN: FUNDS AMOUNT INCREASED CURRENT
PREVIOUSLY OR OBLIGATED
OBLIGATED ON DECREASED ( ) BY AMOUNT ON
CONTRACT AS OF THIS MODIFICATION: CONTRACT:
MOD. P000037:
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
AA $11,300,715.00 $0 $11,300,715.00
AB $ 5,352,379.02 $0 $ 5,352,379.02
AC $ 1,053,650.00 $0 $ 1,053,650.00
AD $ 7,081,812.00 $0 $ 7,082,529.00
AE $ 244,200.00 $0 $ 244,200.00
AF $ 655,281.00 $0 $ 655,281.00
AG $ 4,641,907.00 $0 $ 4,641,907.00
AH $ 578,472.26 $0 $ 578,472.00
AJ $ 994,824.00 $0 $ 994,824.00
AK $ 30,000.00 $0 $ 30,000.00
AL $ 432,517.80 $0 $ 432,517.80
AM $ 98,886.00 $0 $ 98,886.00
AN $ 1,142,479.00 $0 $ 1,142,479.00
AP $ 475,596.00 $0 $ 475,596.00
AQ $ 103,575.00 $0 $ 103,575.00
AR $ 84,894.00 $0 $ 84,894.00
AS $ 22,672.00 $0 $ 22,672.00
AT $0 $16,410.00 $ 16,410.00
- --------------------------------------------------------------------------------
</TABLE>
-93-
<PAGE>
<TABLE>
<CAPTION>
================================================================================
ACRN: FUNDS AMOUNT INCREASED CURRENT
PREVIOUSLY OR OBLIGATED
OBLIGATED ON DECREASED ( ) BY AMOUNT ON
CONTRACT AS OF THIS MODIFICATION: CONTRACT:
MOD. P000037:
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
TOTAL
AMOUNT: $34,294,577.08 $16,410.00 $34,310,987.08
================================================================================
</TABLE>
5. As a result of this modification, the total contract firm-fixed price is
hereby increased from $34,243,577.08 (as last shown in Modification P00037) by
$16,410.00 to a new total contract firm-fixed price of $34,259,987.08.
6. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
-94-
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 3
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00035
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See Block 16C
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 3LC, MARCORSYSCOM
2033 BARNETT AVE, SUITE 315
QUANTICO VA 22134-5010
BUYER: LISA CAMPBELL 703-784-3822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (770) 813-0180
7340 MCGINNIS FERRY ROAD FAX (770) 813-0741
SUWANEE GA 30174-2806
TIN: 57-077-018 DUNS#: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:(a)
By completing Items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
Not Applicable.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
FAR Clause 52.243-1 CHANGES - FIXED PRICE (APRIL 1984)
- --------------------------------------------------------------------------------
D. OTHER (Specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
See Attached.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ BOB TERRY
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
10 APRIL 1996
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
ELLEN SIMONOFF, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ ELLEN SIMONOFF
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
10 APRIL 1996
- --------------------------------------------------------------------------------
7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
-79-
<PAGE>
M67854-94-C2014
Modification P00035
The prupose of this modification is to: 1) revise delivery and training dates,
and 2) incorporate USMC Delivery #15. Accordingly, the above named contract is
modified as follows:
1. The following revisions are hereby made to USMC Deliveries 12 through 14
(changes to SubCLIN only):
<TABLE>
<CAPTION>
Change from: Change to: Qty: Description:
------------ ---------- ---- --------------
<S> <C> <C> <C> <C>
See P00031:
Del. 12A 0108AA 0108AB 1 AT-4
Del. 12B 0108AA 0108AB 1 AT-4
Del. 12C 0108AA 0108AB 3 AT-4
Del. 12C 0109AA 0109AB 1 MK-19
See P00033:
Del. 13 0108AA 0108AB 7 AT-4
Del. 13 0109AA 0109AB 10 MK-19
Del. 14A 0201AA 0101AA 1 Training Video
Del. 14B 0109AA 0109AB 1 MK-19
Del. 14B 0303AC 0103AD 3 M-9 Pistol
Del. 14C 0201AA 0101AA 3 Training Video
Del. 14D 0109AA 0109AB 1 MK-19
Del. 14D 0201AA 0101AA 1 Training Video
Del. 14D 0205AA 0105AC 1 M-249 SAW
</TABLE>
2. The parties agree that the following changes shall be made to Modification
P00033, Attachment "C," at no change in price:
<TABLE>
<CAPTION>
CLIN DESCRIPTION/LOCATION TRAINING DATE TRAINING DATE
- -------- -----------------------------------
changed from: changed to:
------------- -----------
<S> <C> <C> <C>
0221BX Eastover SC 9-11 Apr 96 13-15 May 96
0321CE San Juan PR 30 Apr - 2 May 96 TBD*
</TABLE>
*To be determined. The dates shall be re-established in a forthcoming
modification.
3. The following scheduled training dates are hereby incorpor-ated into Section
F-3 FAR 52.212-1 TIME OF DELIVERY (APR 1984):
-----------------------------------------
CLIN DESCRIPTION/LOCATION TRAINING DATE
- ---- -------------------- -------------
0221CC On Site Training 23-25 April 1996
Vicenza, Italy,
3 days, 2 trainers
(Note: Camp Coiner,
Korea, to be scheduled
in a forthcoming
modification.)
M67854-94-C2014
Modification P00035
4. Delivery #15 is hereby incorporated into Section F-3
FAR 52.212 TIME OF DELIVERY (APR 1984) as follows:
- --------------------------------------------------
USMC Delivery #15
FOB Origin, 15 May 1996
Ship to:
-80-
<PAGE>
Commanding General
ATTN: Training and Audio Visual Support Center
Bldg 1333, Marine Corps Base
Camp Pendleton, CA 92055-5000
<TABLE>
<CAPTION>
DODAAC M33062
POC GySgt. Hotard
(619) 725-6139
CLIN QTY Description
- ---- --- -----------
<S> <C> <C>
0100AB 6 ISMT Base Unit
0101AA 6 Training Video
0102AC 16 M-16
0103AD 6 M-9
0105AC 6 M-249 SAW
0106AB 6 M240G
0107AB 7 SMAW
0108AB 3 AT-4
0108AD 3 AT-4
0109AB 6 Mk-19
0110AB 5 M-2
0210AA 2 M-2
0111AC 9 M-203
0112AA 6 MP-5
0217AA 3 Shoot-back
0218AA 6 FO
0219AA 6 Night Vision
0220AA 6 O&M Manuals
0122AA 1 Tool Set
0122AB 1 Tool Set
0128AB 1 Adapter Kit
0128AC 1 Adapter Kit
</TABLE>
5. As a result of this modification, the total contract firm-fixed price
remains unchanged at $34,220,738.08 as last shown in Modification A00009.
6. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
-81-
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
J
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 2
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
A00009
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
03/29/96
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE S1103A
-------------
DCMC Atlanta - West
805 Walker Street, Suite 1
ATTN: DCMDS-GAMA
Marietta, GA 30060-2789
POC: LT K. Eric Oetti (770) 590-6067/DSN 697-6057)
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (if other than item 6) CODE
-------------
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC.
7340 MCGINNIS FERRY ROAD
SUWANEE GA 30174-2806
- --------------------------------------------------------------------------------
CODE 76478 FACILITY CODE
- --------------------------------------------------------------------------------
9A. AMENDMENT OF SOLICITATION NO.
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
---------------------------------------
10B. DATED (See Item 13)
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:(a)
By completing Items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
See paragraph 5 on page 3.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.)
- --------------------------------------------------------------------------------
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
FAR 52.245-1
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor is not, is required to sign this document and
return 1 copies to the issuing office.
---
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
The purpose of this modification is to ?????? and P0001__ as set forth in
page 2.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Bob Terry
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
29 March 1996
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
PATRICK GOURLEY,
ADMINISTRATIVE CONTRACTING OFFICER
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/S/ Patrick Gourlev
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
3-29-96
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 Created Using STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Perform Pro Software Prescribed by GSA
-82-
<PAGE>
Page 2 of 2
M78654-94-C2014
Modification A00009
The purpose of this modification is to: 1) definitize the changes set forth in
Deviation D0001-95 of modification P00015 and Deviation D0003-95 of modification
P00018, and 2) set forth invoicing instructions, and 3) deobligate funds in
Section G. Accordingly the above named contract is modified as follows:
1. Deviations D0001-95 and D0003-95 are hereby incorporated as follows:
<TABLE>
<CAPTION>
CLIN ACRN DESCRIPTION QTY Unit Price Amount
- ---- ---- ----------- --- ---------- ------
<S> <C> <C> <C> <C> <C>
0125AF AH Deviation D0001-95 17 $ 34,027.78 $578,472.26
0125AG AL Deviation D0003-95 10 $ 34,027.78 $340,277.80
AB Deviation D0003-95 9 $ 34,027.78 $306,250.02
</TABLE>
2. The contractor is authorized to submit an invoice against this modification
and shall be paid the $1,225,000.08 as a lump sum amount under ACRNs AL, AB, and
AH as identified above. The contractor hereby releases the Government from any
all further claims which may result as a consequence of the changes effected by
modifications P00015 or P00018.
3. As a result of paragraph I above, the following funds are hereby deobligated
and incorporated into Section G-3 Accounting and Appropriation Data as follows:
-------------------------------------
AH 9730350 1801 18-1050 P2390.0000 31EA APC EL 59 S44205 decrease ($93,996.74)
AB 9720350 1801 18-1050 P2290.0000 31EA APC EL 59 S44205 decrease ($72,620.98)
AL 9730350 1801 18-1050 P2390.0000 31EA APC EL 59 S44205 decrease ($27,437.20)
---------------------
TOTAL: $194,054.92
4. As a result of this modification, the total contract price is hereby
increased from $32,995,738.00 to $34,220,738.08.
5. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
-83-
<PAGE>
M67854-94-C-2014
Modification P00011
USMC Delivery #6, 16 August 1995
- --------------------------------
Ship To:
Commanding Officer
Weapons and Field Training Battalion
Marine Corps Recruit Depot
Edson Range Area, Box 555181
Camp Pendleton, CA 92055-5181
DODAAC M33710
POC: CWO-3 David Tennyson
5. The funds shown in Block 12 on page 1 of this modification are provided as a
result of paragraph 1 above and are hereby added to Section G-3 ACCOUNTING AND
------------------
APPROPRIATION DATA.
- ------------------
6. As a result of this modification, the total contract price is increased from
$21,980,769.00 by $19,794.00 to a new total contract price of $22,000,563.00.
7. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00010
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See block 16c
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 3LW, MARCORSYSCOM
2033 BARNETT AVE SUITE 315
QUANTICO VA 22134-5010
BUYER: LISA WERBICKAS 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (if other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN: DCMDS-GAACA
805 WALKER STREET
MARIETTA GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (404) 813-0180
7340 MCGINNIS FERRY ROAD FAX (404) 813-0741
SUWANEE GA 3017492806
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning copies of the amendment;
---
(b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
Not Applicable.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
X AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- --------------------------------------------------------------------------------
D. OTHER (specify type of modifications and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor (X) is not, ( ) is required to sign this document and
return copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
The purpose of this moodification is to: 1) add delivery of CLIN 0021, quantity
1, to Quantico, and 2) provide delivery schedule for CLIN 0024.
1. In paragraph 3.g. of Modification P00009, delivery to Quantico by 21 Apr
1995, the following is hereby added: CLIN 0021, Operations and Maintenance
Manual, quantity 1.
2. Delivery of CLIN 0024 is hereby added to Section F as follows:
Unless otherwise directed in writing by the Contracting Officer, 1 LOT of
CLIN 0024, Initial Consumables, shall be shipped to the same destination
and concurrently with 1 EACH of CLIN 0001, ISMT Base Unit.
3. There is no change in contract price as a result of this modification.
Contract price remains $21,980,769.00.
4. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
GLENN O. CRUZE, MARINE CORPS SYSTEMS COMMAND
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/S/ Glenn O. Cruze
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
APRIL 21, 1995
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
<PAGE>
Page 2 of 2
M78654-94-C2014
Modification A00009
The purpose of this modification is to: 1) definitize the changes set forth in
Deviation D0001-95 of modification P00015 and Deviation D0003-95 of modification
P00018, and 2) set forth invoicing instructions, and 3) deobligate funds in
Section G. Accordingly the above named contract is modified as follows:
1. Deviations D0001-95 and D0003-95 are hereby incorporated as follows:
<TABLE>
<CAPTION>
CLIN ACRN DESCRIPTION QTY Unit Price Amount
- ---- ---- ----------- --- ---------- ------
<S> <C> <C> <C> <C> <C>
0125AF AH Deviation D0001-95 17 $ 34,027.78 $578,472.26
0125AG AL Deviation D0003-95 10 $ 34,027.78 $340,277.80
AB Deviation D0003-95 9 $ 34,027.78 $306,250.02
</TABLE>
2. The contractor is authorized to submit an invoice against this modification
and shall be paid the $1,225,000.08 as a lump sum amount under ACRNs AL, AB, and
AH as identified above. The contractor hereby releases the Government from any
all further claims which may result as a consequence of the changes effected by
modifications P00015 or P00018.
3. As a result of paragraph I above, the following funds are hereby deobligated
and incorporated into Section G-3 Accounting and Appropriation Data as follows:
-------------------------------------
AH 9730350 1801 18-1050 P2390.0000 31EA APC EL 59 S44205 decrease ($93,996.74)
AB 9720350 1801 18-1050 P2290.0000 31EA APC EL 59 S44205 decrease ($72,620.98)
AL 9730350 1801 18-1050 P2390.0000 31EA APC EL 59 S44205 decrease ($27,437.20)
---------------------
TOTAL: $194,054.92
4. As a result of this modification, the total contract price is hereby
increased from $32,995,738.00 to $34,220,738.08.
5. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
-85-
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 2
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00036
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See Block 16c
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CTQ 3LC, MARCORSYSCOM
2033 BARNETT AVE, SUITE 315
QUANTICO,VA 22134-5010
BUYER: LISA CAMPBELL 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA, GEORGIA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (770) 813-0180
7340 MCGINNIS FERRY ROAD FAX (770) 813-0741
SUWANEE, GA 30174-2806
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning copies of the amendment;
---
(b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
Not Applicable.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
FAR 52.243-1 CHANGES - FIXED PRICE (APRIL 1984)
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
See Attached
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Bob Terry
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
16 April 1996
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
ELLEN SIMONOFF, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/S/ Ellen Simonoff
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
16 April 1996
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
-75-
<PAGE>
M67854-94-C2014
Modification P00036
The purpose of this modification is to: 1) correct SLINs in USMC Delivery #14
and 2) delete training dates for SLIN 0221BY. Accordingly, the above named
contact is modified as follows:
1. The following revisions are hereby made to USMC Delivery #14 (changes to
SubCLINs only):
Change from: Change to: Qty: Description:
------------ ---------- ---- ------------
See P00033:
Del. 14B 0100Ad 0100AB 2 ISMT Base Unit
Del. 14B 0202AC 0102AC 8 M-16
2. The parties agree that the following change shall be made to Modification
P00033, Attachment "C," at no change in price:
CLIN DESCRIPTION/LOCATION TRAINING DATE TRAINING DATE
- ---- -------------------- changed from: changed to:
------------- -----------
0221BY Camp Roberts CA 23-25 Apr 96 TBD*
*To be determined. The dates shall be re-established in a forthcoming
modification.
3. As a result of this modification, the total contract firm-fixed price
remains unchanged at $34,220,738.08 as last shown in Modification P000035.
4. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
-76-
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 5
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00037
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See Block 16C
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CTQ 3LC, MARCORSYSCOM
2033 BARNETT AVE, SUITE 315
QUANTICO, VA 22134-5010
BUYER: LISA CAMPBELL 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA, GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (770) 813-0180
7340 MCGINNIS FERRY ROAD FAX (770) 813-0761
SUWANEE, GA 30174-2806
TIN#: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning copies of the amendment;
----
(b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
See paragraph 5 on page 3.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES
THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
SECTION C-3, EXERCISE OF OPTIONS AND MUTUAL AGREEMENT OF THE PARTIES
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
See Attached.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Bob Terry
------------------------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
9 May 1996
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
ELLEN SIMONOFF, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ Ellen Simonoff
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
10 May 1996
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
-68-
<PAGE>
- --------------------------------------------------------------------------------
REQUEST FOR DEVIATION/WAIVER (RFD/RDW)
- --------------------------------------------------------------------------------
1. DATE (YYMMDD) 960507 Form Approved
OMB NO. 0704-0188
- --------------------------------------------------------------------------------
Public reporting burden for this collection of information is estimated to
average two hours per response, including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed, and
completing and reviewing the collection of information. Send comments regarding
this burden estimate or any other aspect of this collection of information,
including suggestions for reducing this burden, to Department of Defense,
Washington Headquarters Services. Directorate for Information Operations
Reports, 1215 Jefferson Davis Highway, Suite 1204, Arlington Virginia
22202-4302, and to the Office of Management and Budget. Paperwork Reduction
Project (0704-0188), Washington D.C. 20503.
PLEASE DO NOT RETURN YOUR COMPLETED FORM TO EITHER OF THESE ADDRESSES. RETURN
------
COMPLETED FORM TO THE GOVERNMENT ISSUING CONTRACTING OFFICER FOR THE
CONTRACT/PROCURING ACTIVITY NUMBER LISTED IN ITEM 2 OF THIS FORM.
- --------------------------------------------------------------------------------
2. PROCURING ACTIVITY NUMBER
M67854
- --------------------------------------------------------------------------------
3. DODAAC
M30500
- --------------------------------------------------------------------------------
4. ORIGINATOR
- --------------------------------------------------------------------------------
a. TYPED NAME (First, Middle Initial, Last):
FIREARMS TRAINING SYSTEMS, INC.
- --------------------------------------------------------------------------------
b. ADDRESS (Street, City, State, Zip Code):
7340 MCGINNIS FERRY ROAD
SUWANEE, GEORGIA 30174
- --------------------------------------------------------------------------------
5. (X one)
[X] DEVIATION [_] WAIVER
- --------------------------------------------------------------------------------
6. (X one) [_] MINOR
[X] MAJOR [_] CRITICAL
- --------------------------------------------------------------------------------
7. DESIGNATION FOR DEVIATION/WAIVER
a. MODEL/TYPE:
b. CAGE CODE:
76478
c. SYS. DESIG.:
ISMT
d. DEV/WAIVER NO.:
D0003-96/RO
- --------------------------------------------------------------------------------
8. BASELINE AFFECTED
[_] FUNC- [_] ALLO-
TIONAL CATED
[X] PRODUCT
- --------------------------------------------------------------------------------
9. OTHER SYSTEM/CONFIGU-
RATION ITEMS AFFECTED
[_] YES [X] NO
- --------------------------------------------------------------------------------
10. TITLE OF DEVIATION/WAIVER:
MOUNT PROJECTORS ON CEILING MOUNTS. PROVIDE NIGHT VISION ADAPTER.
- --------------------------------------------------------------------------------
11. CONTRACT NO. AND LINE ITEM:
M67854-94-C-2014 CLIN 0100AA
- --------------------------------------------------------------------------------
12. PROCURING CONTRACTING OFFICER:
a. NAME (First, Middle Initial, Last) ELLEN SIMONOFF
b. CODE CTQ
e. TELEPHONE NO. 703-784-5822 Ext. 246
- --------------------------------------------------------------------------------
13. CONFIGURATION ITEM NOMENCLATURE
INDOOR SIMULATED MARKMANSHIP TRAINER (ISMT)
- --------------------------------------------------------------------------------
14. CLASSIFICATION OF DEFECT:
a. CD NO.
b. DEFECT NO.
c. DEFECT CLASSIFICATION
[_] MINOR [_] MAJOR [_] CRITICAL
- --------------------------------------------------------------------------------
15. NAME OF LOWEST PART/ASSEMBLY AFFECTED: N/A
- --------------------------------------------------------------------------------
16. PART NO. OR TYPE DESIGNATION: N/A
- --------------------------------------------------------------------------------
17. EFFECTIVITY:
CLIN 0100AB ISMT's 91 AND 92
- --------------------------------------------------------------------------------
18. RECURRING DEVIATION/WAIVER
[_] YES [X] NO
- --------------------------------------------------------------------------------
19. EFFECT ON COST/PRICE: $2,375.00
- --------------------------------------------------------------------------------
20. EFFECT ON DELIVERY SCHEDULE: NONE
- --------------------------------------------------------------------------------
21. EFFECT ON INTEGRATED LOGISTICS SUPPORT, INTERFACE OR SOFTWARE: NONE
- --------------------------------------------------------------------------------
22. NEED FOR DEVIATION/WAIVER:
MOUNT PROJECTORS ON CEILING MOUNTS TO PROVIDE MORE CLEARANCE AND GREATER AREA
FOR MARKMANSHIP
- --------------------------------------------------------------------------------
23. CORRECTIVE ACTION TAKEN: N/A
- --------------------------------------------------------------------------------
24. SUBMITTING ACTIVITY:
- --------------------------------------------------------------------------------
a. TYPED NAME (First, Middle Initial, Last): WILLIAM E. JORDAN
b. TITLE: PROGRAM MANAGER
c. SIGNATURE
/s/ W. Jordan
- --------------------------------------------------------------------------------
25. APPROVAL/DISAPPROVAL
a. RECOMMEND [_] APPROVAL [_] DISAPPROVAL
- --------------------------------------------------------------------------------
b. APPROVAL
[X] APPROVED [_] DISAPPROVED
c. GOVERNMENT ACTIVITY
MARCORSYSCOM (SST)
- --------------------------------------------------------------------------------
d. TYPED NAME (First, Middle Initial, Last):
PAUL J. FONTANEZ
- --------------------------------------------------------------------------------
e. SIGNATURE
/s/ Paul J. Fontanez
- --------------------------------------------------------------------------------
f. DATE SIGNED
(YYMMDD)
960508
- --------------------------------------------------------------------------------
g. APPROVAL
[_] APPROVED [_] DISAPPROVED
h. GOVERNMENT ACTIVITY
- --------------------------------------------------------------------------------
i. TYPED NAME (First, Middle Initial, Last)
j. SIGNATURE
k. DATE SIGNED
(YYMMDD)
- --------------------------------------------------------------------------------
DD FORM 1694, APR 92 (EF-V1) PREVIOUS EDITIONS ARE OBSOLETE ATTACHMENT
(PerFORM PRO)
-73-
<PAGE>
The purpose of this modification is to: 1) revise locations and prices of 4
option SLINs for On-Site Training in Section B, 2) exercise options for On-Site
Training 3) provide a delivery schedule for On-Site Training, USMC Delivery
#15B, and schedule changes, 4) revise price of CLIN 0245, 5) incorporate
Deviation D0003-96/R0, Ceiling Mount Installation, and 6) provide funds.
Accordingly, the above numbered contract is revised as follows:
1. Pursuant to FAR clause 52.243-1 Changes-Fixed Price (April 1984) of the
contract, the locations for the Option SLINs listed below are revised as
follows:
<TABLE>
<CAPTION>
SLINs Change from: Change to:
- ----- ------------ ----------
<S> <C> <C>
0221AA, 0243AA Parris Island, SC Camp Ethan Allen, VT
0221AH, 0243AH Kanehoe Bay, HI Grubbs-Kyle, TN
0221AK, 0243AK Yuma, AZ Fort Dix, NJ
0221AM, 0243AM Iwakuni, Japan Camp Rilea, OR
</TABLE>
2. EXERCISE OF OPTIONS. As a result of paragraph I above, the locations and
prices of Option SLINs 0221AA, 0243AA, 0221AH, 0243AH, 0221AK, 0243AK, 0221AM,
and 0243AM are revised in Section B as shown below, and pursuant to Section C-
3, Exercise of Options, the line items shown below are hereby exercised:
<TABLE>
<CAPTION>
Description
----------- New
SILN ACRN ON-SITE TRAINING Qty Unit Unit Price New Amount
- ---- ---- ---------------- --- ---- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
0221AA AS Camp Ethan Allen,VT 1 EA $4,847.00 $4,847.00
0243AA AS Camp Ethan Allen,VT 1 DAY $1,099.00 $1,099.00
0221AH AS Grubbs-Kyle, TN 1 EA $4,051,00 $4,051.00
0243AH AS Grubbs-Kyle, TN 1 DAY $1,088.00 $1,088.00
0221AK AS Fort Dix, NJ 1 EA $3,809.00 $3,809.00
0243AK AS Fort Dix, NJ 1 DAY $1,137.00 $1,137.00
0221AM AS Camp Rilea, OR 1 EA $5,526.00 $5,526.00
0243AM AS Camp Rilea, OR 1 DAY $1,115.00 $1,115.00
</TABLE>
-69-
<PAGE>
3. The following are hereby incorporated into Section F-3, FAR 52.212-1 TIME OF
--------------------
DELIVERY (APR. 1984):
- --------------------
a. NGB Training Schedule as a result of paragraphs 1 and 2 of this
modification:
SLINs Locations Training Dates
- ----- --------- --------------
0221AA, 0243AA Camp Ethan Allen, VT 7-9 May 1996
0221AH, 0243AH Grubbs-Kyle, TN 9-11 June 1996
0221AK, 0243AK Fort Dix, NJ 11-13 June 1996
0221AM, 0243AM Camp Rilea, OR 18-20 June 1996
b. In Modification P00035, paragraph 4, USMC Delivery "#15" is revised to
"#15A" and the date of delivery is revised from "15 May 1996" to "16 May
1996."
c. USMC Delivery #15B
FOB Origin, 16 May 1996
Ship to:
- -----------------------------------------------------------------------
Commanding Officer
Marine Corps Security Force Training Center
1340 Olympic Ave
Chesapeake, VA 23322
DODAAC M53531
POC: CWO-5 Leo Sanders Jr.
(804) 421-8556
CLIN Qty Description
- ---- --- -----------
0100AB 2 ISMT Base Unit
0101AB 2 Training Videos
0103AD 4 M9 Pistol
0203AD 2 M9 Pistol
0112AA 2 MP-5
0128AC 1 IST Adapter
0219AD 2 Night Vision
0220AA 2 Manuals
d. In Attachment "B" of Modification P00033, USMC Training Schedule, the
training date for CLIN 0221AP, Jacksonville, NC (New River), is hereby
revised from "9-10 May 1996" to "28-29 May 1996" at no change in contract
price.
4. As a result of paragraph 3.b. above where 2 additonal ISMTs are added for
delivery in May 1996 and in accordance with clause H-21 (see Mod. P00032, page
7), the firm fixed price for Unlimited Warranty under CLIN 0245 is increased
from $103,125 (see Mod. POOO33, paragraph 3.b.) by $450 to a new FFP of
$103,575. For clarity, CLIN 0245 in Section B appears as follows:
0245 AQ UNLIMITED WARRANTY FFP $103,575
for USMC and USMC Reserves Systems
Effective through 30 September 1996
-70-
<PAGE>
IAW clauses C-10 and H-20 of the contract
5. In order to change the specifications pursuant to FAR clause 52.243-1
Changes-Fixed Price (AUG 87) and incorporate Deviation Number D0003-96/RO
provided as Attachment "A" to this modification, the above numbered contract is
hereby modified as follows:
a. Description of Change
---------------------
Install system using ceiling mount configuration to include providing 63'
long cables for the hit camera control, hit camera video, projector
control, and projector video, and a 57' long cable for the projector
power.
b. Production Effectivity
----------------------
The changes in paragraph 5.a. shall be incorporated into 2 units delivered
under CLIN 0100AB, Serial Numbers 91 and 92, to MCSF Dam Neck, Virginia.
c. Effect on Delivery Schedule and incorporated into Section F-3 FAR
-----------------------------------------------------------------
52.212-1 TIME OF DELIVERY (APR 1984):
------------------------------------
No effect on delivery schedule and the Contractor agrees to complete
installation on 13 May 1996.
d. Equitable Contract Price Adjustment and Funds Obligated
-------------------------------------------------------
The total firm-fixed price of $717.00 is obligated for the change in
paragraph 5.a. See paragraph 6 of this modification for accounting and
appropriation data.
e. Revision to Section B In order to make provisions to incorporate
---------------------
Deviation D0003-96/R0, CLIN 0246 is hereby created and Section B, is
revised to include the following:
CLIN ACRN Description Qty Unit Unit Price Amount
---- ---- ----------- --- ---- ---------- ------
0246 AD Deviation D0003-96/R0 2 EA $358.50 $717.00
6. As a result of paragraphs 2, 4, and 5 above, the following funds are
hereby obligated and incorporated into Section G-3 ACCOUNTING AND APPROPRIATION
----------------------------
DATA as follows:
AD 1741109 6445 031 00701 0 000027 2D 000000 644530046092
increase $711.00
Doc. No. M9545094RC46092, Am. 2
AQ 1761106 27MO 000 67854 0 000027 2D 000000 85496RC22143
increase $450.00
Doc. No. M6785496RC22143, Am. 1
AS 21 6 2065 18-1050 517891.14-25GZ 18RSD96028 RP31
$22,672.00 MIPR
18RSD96028, Basic (NGB)
7. A summary of funds obligated on contract are as follows:
<TABLE>
<CAPTION>
================================================================================
ACRN: FUNDS PREVIOUSLY AMOUNT INCREASED OR CURRENT OBLIGATED
OBLIGATED ON CONTRACT DECREASED ( ) BY AMOUNT ON CONTRACT:
AS OF MOD. P000036: THIS MODIFICATION:
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
AA $11,300,715.00 $ 0 $11,300,715.00
AB* $ 5,352,379.02 $ 0 $ 5,352,379.02
AC $ 1,053,650.00 $ 0 $ 1,053,650.00
</TABLE>
-71-
<PAGE>
<TABLE>
<CAPTION>
================================================================================
ACRN: FUNDS PREVIOUSLY AMOUNT INCREASED OR CURRENT OBLIGATED
OBLIGATED ON CONTRACT DECREASED ( ) BY AMOUNT ON CONTRACT:
AS OF MOD. P000036: THIS MODIFICATION:
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
AD $ 7,081,812.00 $ 717 $ 7,082,52.00
AE $ 244,200.00 $ 0 $ 244,200.00
AF $ 655,281.00 $ 0 $ 655,281.00
AG $ 4,641,907.00 $ 0 $ 4,641,907.00
AH* $ 578,472.26 $ 0 $ 578,472.26
AJ $ 994,824.00 $ 0 $ 994,824.00
AK $ 30,000.00 $ 0 $ 30,000.00
AL* $ 432,517.80 $ 0 $ 432,517.80
AM $ 98,886.00 $ 0 $ 98,886.00
AN $ 1,142,479.00 $ 0 $ 1,142,479.00
AP $ 475,596.00 $ 0 $ 475,596.00
AQ $ 103,125.00 $ 450 $ 103,575.00
AR $ 84,894.00 $ 0 $ 84,894.00
AS $ 0 $ 22,672 $ 22,672.00
TOTAL AMOUNT $34,270,738.08 $23,839.00 $34,294,577.08
================================================================================
</TABLE>
* Revised as a result of Modification A00009.
8. As a result of this modification, the total contract firm-fixed price is
hereby increased from $34,220,738.08 (as last shown in Modification P00036) by
$23,839.00 to a new total contract firm-fixed price of $34,243,577.08.
9. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
-72-
<PAGE>
DEVIATION D003-96/RO BACKUP DATA
Description of Change:
The purpose of this Request for Deviation is to install 2 projectors on GFE
ceiling mounts at the Marine Corps Security Force Dam Neck in Virginia Beach,
VA. The deviation is to install 2 projectors on the mounts, make the necessary
changes to the switch settings in the projector, invert the Hit Detect Camera,
provide longer cables, and provide a Sony Night Vision Adapter that will work
with the inverted projector.
FATS is prepared to install the projectors the day before the Installation and
Training of the ISMTs sent to Dam Neck. The projector adjustment, Hit Detect
Camera modification, and installation for two projectors is estimated to take
3.2 hours. Travel to and from and lodging and per deim will be part of the Dam
Neck Installation and Training.
-74-
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
J
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
A00008
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
02/23/96
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE S1103A
-------------
DCMAO Atlanta
805 Walker Street, Suite 1
ATTN: DCMDS-GAACA
Marietta, GA 30060-2789
POC: LT K. Eric Oettl (770) 590-6009/DSN 697-6009
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE
-------------
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC.
7340 MCGINNIS FERRY ROAD
SUWANEE, GA 30174-2806
- --------------------------------------------------------------------------------
CODE 76478 FACILITY CODE
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (SEE ITEM 11)
---------------------------------------
10A. MODIFICATION OF CONTRACT/ORDER
X M67854-94-C-2014
---------------------------------------
10B. DATED (SEE ITEM 13)
08/04/94
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning copies of the amendment;
----
(b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
AD 1741109 6445 031 00701 0 000027 2D 000000 644530046092
Net decrease $6,950.00
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES
THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
- --- CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
FAR 42.302(b)(3)
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document and
return 1 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
The purpose of this modification is to revise the delivery schedule for CLIN
0109AA of USMC deliveries 6, 7A, 9A, and 9B as follows:
Delivery No. CLIN QTY Org Date Revised Date
USMC 6 0109AA 4 16 AUG 95 NLT 05 MAR 96
USMC 7A 0109AA 3 16 OCT 95 NLT 05 MAR 96
USMC 9A 0109AA 2 16 NOV 95 NLT 05 MAR 96
USMC 9B 0109AA 1 16 NOV 95 NLT 05 MAR 96
As consideration for this delivery extension, the contractor offers and the
Government accepts $6,950.00. The total contract price is reduced by $6,950.00
from $32,789,760.00 to $32,782,810.00.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
Bob Terry, Director of Programs
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Bob Terry
------------------------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
23 Feb 96
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
PATRICK GOURLEY
ADMINISTRATIVE CONTRACTING OFFICER
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ Patrick Gourley
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
2-23-96
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
-514-
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
33. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 8
- --------------------------------------------------------------------------------
34. AMENDMENT/MODIFICATION NO.
P00040
- --------------------------------------------------------------------------------
35. EFFECTIVE DATE
See Block 16C
- --------------------------------------------------------------------------------
36. REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
37. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
38. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CTQ 3LC, MARCORSYSCOM
2033 BARNETT AVE, SUITE 315
QUANTICO VA 22134-5010
BUYER: LISA CAMPBELL 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
39. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA, GA 30060-2789
- --------------------------------------------------------------------------------
40. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (770) 813-0180
7340 MCGINNIS FERRY ROAD FAX (770) 813-0741
SUWANEE, GA 30174-2806
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(X) 41A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
41B. DATED (See Item 11)
---------------------------------------
X 42A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
42B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
43. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning copies of the amendment;
-----
(b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to
the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
44. ACCOUNTING AND APPROPRIATION DATA (If required)
See paragraph 7 on page 7 of this modification.
- --------------------------------------------------------------------------------
45. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
MUTUAL AGREEMENT OF THE PARTIES.
- --------------------------------------------------------------------------------
D. OTHER (Specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
46. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
See Attached.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
47A. NAME AND TITLE OF SIGNER (Type or print)
BOB TERRY, DIRECTOR OF PROGRAMS
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ BOB TERRY
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
16 May 96
- --------------------------------------------------------------------------------
48A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
ELLEN SIMONOFF, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
48B. UNITED STATES OF AMERICA
/S/ ELLEN SIMONOFF
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
16 May 96
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
<PAGE>
The purpose of this modification is to change the contract by: 1) incorporating
Engineering Change Proposal (ECP) Number 76478-009/96 R1 (Attachment 1) and ECP
Number 76478-010/96 R1 (Attachment 2) at not-to-exceed prices, 2) revising
Section B by creating unpriced CLINs for the ECPs, 3) providing GFP in Section
H, 4) incorporating DFARS clause 252.217-7027 Price Ceiling for the ECPs, 5)
adding an Unlimited Warranty for the Army National Guard units by creating CLIN
0251 and revising portions of Section C and H, 6) making changes to Section F,
and 7) providing funds. Accordingly, the above numbered contract is modified as
follows:
1. Pursuant to FAR clause 52.243-1, "Changes - Fixed Price (AUG 87), "ECP Number
76478-009/96 R1 (provided as Attachment 1 to this modification) and ECP Number
76478-010/96 R1 (provided as Attachment 2 to this modification) are hereby added
to the contract as follows:
a. Description of Change
---------------------
76478-009/96R1; Add a 60mm mortar to the ISMT to form a Closed Loop Indirect
Fire Trainer. See Block 19 of Attachment 1.
76478-010/96R1; Add a 81mm mortar to the ISMT to form a Closed Loop Indirect
Fire Trainer. See Block 19 of Attachment 1.
For any discrepancy between this modification and Attachments 1 and 2 to this
modification, this modification takes precedence over the attachments.
b. Production Effectivity
----------------------
76478-009/96R1; 60mm Mortar: The change shall be for 94 units.
76478/010/96R1; 81mm Mortar: The change shall be for 70 units.
c. Effect on Contract Data Requirements
------------------------------------
All manuals and contract data requirements that are effected by incorporation of
the ECPs in paragraph 1.a. above shall be revised and supplemented in accordance
with the corresponding DD Form 1423. Review cycles and distribution shall be in
accordance with the corresponding DD Form 1423.
Under CLIN 0046, Deposit Maintenance Manual, Exhibit M, Sequence Number M001
including Maintenance Contract Data in accordance with SOW, the Government
requires 45 days to review and provide comment on the depot level maintenance
drawings and maintenance contract data. NO MORTARS SHALL BE ACCEPTED FOR
DELIVERY until after the approval of the depot level maintenance drawings and
maintenance contract data is granted in writing by the Procuring Contracting
Officer (PCO).
d. Effect on Delivery Schedule
---------------------------
7648-009/96R1; 60mm Mortar: The Contractor agrees to deliver a quantity of 6
units per month commencing within 30 days after the PCO provides written
approval of the depot level maintenance drawings.
76478-010/96R1; 81mm Mortar: The Contractor agrees to deliver a quantity of 6
units per month commencing within 30 days after the PCO provides written
approval of the depot level maintenance drawings.
e. Equitable Contract Price Adjustment
-----------------------------------
The equitable adjustment in the prices of contract M67854-94-C-2014 resulting
from the changes in 1.a. above shall be negotiated pursuant to the procedures of
the "Changes" clause by the Contractor and the Procuring Contracting Officer
(PCO). The equitable adjustment negotiated shall encompass all units. Not-to-
exceed (NTE) unit prices are established in Section B as shown in paragraph 2 of
this modification.
f. Funds Obligated
---------------
The total not-to-exceed amount of $1,758,233 is obligated for ECPs 76478-
----------
009/96R1 and 76478-010/96R1. See paragraph 6 of this modification for
accounting and appropriation data. All cost associated with each ECP
incorporated by this modification shall be maintained in a separate cost ledger
until negotiated. There is no change in contract price as a result of this
change.
-46-
<PAGE>
g. Other
-----
The purpose of the travel by the Contractor is to observe the actual use of
mortars during live fire training. The Contractor agrees to provide its own
transportation and lodging. The Government shall arrange a time and place at
MCB Camp Lejeune during which the Contractor may observe Marines while they
perform their training.
2. In order to make provisions for ECPs 76578-009/R1 and -010/R1 to be added to
the ISMT, new line items are hereby created and Section B, "SUPPLIES AND/OR
SERVICES AND PRICES," is hereby revised to include the following:
CLIN ACRN SUPPLIES/SERVICES OTY/UN
- ------ ---- --------------------------------- -------------------------------
0247 xx TESTING OF 60MM MORTAR AND 81MM 1 EA Not-to-exceed $7,471
MORTAR including test procedures
and test report
0248 xx 60MM MORTAR 94 EA Not-to-exceed $2,016,770
ECP 76478-009/96 R1
(NTE unit price: $21,455)
0249 xx 81MM MORTAR 70 EA Not-to-exceed $1,442,770
ECP 76478-010/96 R1
(NTE unit price: $20,611)
0250 xx CHANGES TO CONTRACT DATA 1LO Not-to-exceed $49,455
REQUIREMENTS as a result of
adding mortars under ECP 76478-
009/96 R1 and -010/R1
3. The following is hereby added to Section H-19 GOVERNMENT FURNISHED PROPERTY
----------------------------------
In accordance with FAR clause 52.245-2, Government Property, (Dec 1989), the
following Government Furnished Equipment (GFE) shall be provided and is
authorized for use on the subject contract:
NSN Description Unit Price Date Available
- ------------- ----------------------------- ---------- --------------
1010010205626 60mm Mortar $21,531 45 Days ARO
1015011646651 81mm Mortar $23,000 45 Days ARO
1240012018299 Telescope Mount (Sighting $ 1,291 45 Days ARO
Device)
1240012113608 Elbow Telescope (Sighting $ 372 45 Days ARO
Device)
5895013954252 AN/UYK-102 FSCCS $56,100 45 Days ARO
1220012159410 81mm Circular Firing Scale $ 1.13 45 Days ARO
1220010454965 60mm Graphical Firing Scale $ 9.00 45 Days ARO
All GFE listed above shall be returned to the Government 30 days after
Government acceptance of the first production unit of the 60mm Mortar under CLIN
0248.
4. As a result of adding ECPs 76478-009/96 R1 and -010/96 R1 as unpriced change
orders at ceiling prices, the following clauses are hereby added to Section I:
FAR 52216-24 LIMITATION OF GOVERNMENT LIABILITY (APR 1984)
- ----------------------------------------------------------
(a) In performing this modification, the Contractor is not authorized to
make expenditures or incur obligations exceeding $1,758,233 dollars.
----------
(b) The maximum amount for which the Government shall be liable if this
contract is terminated is $1,768,233 dollars.
----------
DEFINIZATION OF ECPs 76478-009/96 R1 and 76478-010/96R1 INCORPORATED INTO THE
- -----------------------------------------------------------------------------
CONTRACT BY MODIFICATION P00040
- -------------------------------
(a) A firm-fixed price definitive modification is contemplated. The
Contractor agrees to begin promptly negotiating with the Contracting Officer the
terms of a definitive contract that will include (1) all clauses required by the
Federal Acquisition Regulation (FAR) on the date of execution of this
modification, (2) all clauses required by law on the date of
-47-
<PAGE>
execution of the definitive contract, and (3) any other mutually agreeable
clauses, terms, and conditions. The Contractor agrees to submit a fixed price
proposal and cost or pricing data supporting its proposal.
(b) The schedule for definitizing this contract is:
EVENT: TARGET DATE:
- ------ ------------
Submission of auditable proposal 17 July 1996
Submission of cost and pricing data 17 July 1996
Beginning of negotiations 9 October 1996
Definitization of the Mod. P00040 15 November 1996
(c) If agreement on a definitive contract to supersede this undefinitized
modification is not reached by the target date in paragraph (b) above, or within
any extension of it granted by the Contracting Officer, the Contracting Officer
may, with the approval of the head of the contracting activity, determine a
reasonable price or fee in accordance with Subpart 15.8 and Part 31 of the FAR,
subject to Contractor appeal as provided in the Disputes clause. In any event,
the Contractor shall proceed with completion of the work ordered by Modification
P00040, ECPs 76478-009/96 R1 and 76478-010/96 R1, subject only to the Limitation
of Government Liability clause.
(1) After the Contracting Officer's determination of price or fee, the
contract shall be governed by:
(i) All clauses required by the FAR on the date of execution of this letter
contract for either fixed-price or cost-reimbursement contracts, as determined
by the Contracting Officer under this paragraph (c);
(ii) All clauses required by laws of the date of the Contracting Officer's
determination; and
(iii) Any other clauses, terms, and conditions mutually agreed upon.
(2) To the extent consistent with subparagraph (c)(1) above, all clauses,
terms, and conditions included in this Modification P00040 shall continue in
effect, except those that by their nature apply only to an undefinitized change
order.
(d) The definitive contract modification resulting from this undefinitized
contract action will include a negotiated firm-fixed price in no event to exceed
$3,516,466.
- ----------
5. An Unlimited Warranty for the Army National Guard is hereby added to the
contract as follows:
a. Contract line item number (CLIN) 0251 is hereby created and added to
Section B as follows:
CLIN ACRN SUPPLIES/SERVICES OTY/UN
- ------ ---- --------------------------------- ---------------
0251 AS UNLIMITED WARRANTY for Army FFP $31,990.00
National Guard Systems Effective
through 30 September 1996 LAW
clauses C-10 and H-20 of the
contract
b. In Section C-10, THE FOLLOWING IS DELETED:
"C-10 Item 0245, and if and to the extent options are exercised under Option
Item 0344:
a. Under Item 0245, the Contractor shall provide an unlimited warranty at the
firm-fixed price in Section B for all items delivered through 30 September 1996.
This unlimited warranty shall be in accordance with clause H-20 of the contract.
The warranty applies to items purchased for the Marine Corps and Marine Corps
Reserves only. Items purchased for the Army National Guard or STRICOM are not
covered under the Unlimited Warranty of the above numbered contract unless
otherwise changed by contract modification."
AND REPLACED WITH:
-48-
<PAGE>
"C-10 Items 0245 and 0251, and if and to the extent options are exercised
under Option Item 0344:
a. Under Item 0245 and 0251, the Contractor shall provide and unlimited
warranty at the firm-fixed price in Section B for all items delivered through 30
September 1996. The unlimited warranty shall be in accordance with clause H-20
of the contract. Under Item 0245, the warranty applies to items purchased for
the Marine Corps and Marine Corps Reserves only; under 0247, the warranty
applies to items purchased for the Army National Guard only. Items purchased
for STRICOM are not covered under the Unlimited Warranty of the above numbered
contract unless otherwise changed by contract modification."
c. Paragraph k is hereby added to C-10 as follows:
k. Under Item 0251, the Contractor agrees to repair all items under the above
numbered contract that are currently in need of repair at the execution date of
this modification in accordance with the provisions herein. Replacement items
shall be shipped to receiving destinations within 2 working days of the
execution date of this modification.
d. In Section H, paragraph k is hereby add to clause H-20, UNLIMITED
WARRANTY, as follows:
"k. Under CLIN 0251, items that fail, are damaged, are discovered to be
defective, or are discovered to be in non-conformance with the contract prior to
30 September 1996 are covered by this warranty provision. The contractor is
obligated to repair or replace the item even if it is received by the contractor
after 30 September 1996."
6. The following changes are hereby made to Section F-3:
a. The address for Delivery #15A provided in paragraph 4 of Modification
P00035 is hereby revised to the following:
TRAFFIC DIVISION
MARK FOR M33062
MARINE CORPS BASE (BLDG 2253)
CAMP PENDLETON, CA 92055
POC MR. MATT CRABTREE
(619) 725-6138
DODAAC M33062
b. For the additional items under Delivery #13 (see Attachment "A" to
Modification P00033) to be shipped to MCB, Camp Butler, Okinawa, the delivery
date is hereby established as 14 June 1996, FOB Origin, for the following:
CLIN QTY DESCRIPTION
- -------- --- -----------
0102AC 6 M-16s
0111AC 8 M203s
7. In Section G-3 ACCOUNTING AND APPROPRIATION DATA funds are obligated as
-------------------------------------
follows:
As a result of paragraph 1 above:
- ---------------------------------
AP 1761109 6445 031 00701 0 000027 2D 000000 644530066020 increase $1,758,233.00
Doc. No. M9545096RC66020 (USMC)
As a result of paragraph 5 above:
- ---------------------------------
AS 21 6 2065 18-1050 517891.14-25GZ 18RSD96028 RP31 increase $31,990
MIPR 18RSD96028, Basic (NGB)
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
-49-
<PAGE>
8. A summary of funds obligated on contract are as follows:
================================================================================
ACRN: FUNDS AMOUNT INCREASED CURRENT
PREVIOUSLY OR DECREASED ( ) OBLIGATED
OBLIGATED ON BY THIS AMOUNT ON
CONTRACT AS OF MODIFICATION: CONTRACT:
MOD. P00038:
================================================================================
AA $11,300,715.00 $0 $11,300,715.00
AB $ 5,352,379.02 $0 $5,352,379.02
AC $ 1,053,650.00 $0 $1,053,650.00
AD $ 7,081,812.00 $0 $7,082,529.00
AE $ 244,200.00 $0 $244,200.00
AF $ 655,281.00 $0 $655,281.00
AG $ 4,641,907.00 $0 $4,641,907.00
AH $ 578,472.26 $0 $578,472.26
AJ $ 994,824.00 $0 $994,824.00
AK $ 30,000.00 $0 $30,000.00
AL $ 432,517.80 $0 $432,517.80
AM $ 98,886.00 $0 $98,886.00
AN $ 1,142,479.00 $0 $1,142,479.00
AP $ 475,596.00 $1,758,233.00 $2,233,829.00
AQ $ 103,575.00 $0 $103,575.00
AR $ 84,894.00 $0 $84,894.00
AS $ 22,672.00 $31,990.00 $54,662.00
AT $ 16,410.00 $0 $16,410.00
TOTAL AMOUNT: $34,310,987.08 $1,790,223.00 $36,101,210.08
================================================================================
9. As a result of this modification, the total contract firm-fixed price is
hereby increased from $34,259,987.08 (as last revised in Modification P00038) by
$31,990.00 to a new total contract firm-fixed price of $34,291,977.08.
10. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
-50-
<PAGE>
ENGINEERING CHANGE PROPOSAL (ECP), PAGE 1
- ------------------------------------------------------------------------------
1. DATE (YY/MM/DD)
96/01/29
- --------------------------------------------------------------------------------
Form Approved OMB No. 0704-0188
- ------------------------------------------------------------------------------
Public reporting burden for this collection of information is estimated to
average 2 hours per response, including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed, and
completing and reviewing the collection of information. Send comments regarding
the burden estimate or any other aspect of this collection of information,
including suggestions for reducing the burden to Department of Defense,
Washington Headquarters Services. Directorate for Information Operations and
Reports, 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA 22202-4302, and
to the Office of Management and Budget, Paperwork reduction Project (0704-0188),
Washington, D.C. 20503.
PLEASE DO NOT RETURN YOUR COMPLETED FORM TO EITHER OF THESE ADDRESSES. RETURN
------
COMPLETED FORM TO THE GOVERNMENT ISSUING CONTRACTING OFFICER FOR THE
CONTRACT/PROCURING ACTIVITY NUMBER LISTED IN ITEM 2 OF THIS FORM.
- ------------------------------------------------------------------------------
2. PROCURING ACTIVITY NO.
M67854
- ------------------------------------------------------------------------------
3. DODAAC
M30 500
- ------------------------------------------------------------------------------
4. ORIGINATOR
- ------------------------------------------------------------------------------
a. TYPED NAME (First, Middle Initial, Last)
Firearms Training Systems, Inc.
- ------------------------------------------------------------------------------
b. ADDRESS (Street, City, State, Zip Code)
7340 McGinnis Ferry Road
Suwanee, GA 30174
- ------------------------------------------------------------------------------
5. CLASS OF ECP
- ------------------------------------------------------------------------------
6. JUST CODE
O
- ------------------------------------------------------------------------------
7. PRIORITY
U
- ------------------------------------------------------------------------------
8. ECP DESIGNATION
- ------------------------------------------------------------------------------
a. MODEL/TYPE
- ------------------------------------------------------------------------------
b. CAGE CODE
76478
- ------------------------------------------------------------------------------
c. SYSTEM DESIGNATION
ISMT
- ------------------------------------------------------------------------------
9. BASELINE AFFECTED
[_] FUNCTIONAL [ X ] PRODUCT
[_] ALLOCATED
- ------------------------------------------------------------------------------
10. OTHER SYS./CONFIG. ITEMS AFFECTED
[_]YES [X] NO
- ------------------------------------------------------------------------------
d. ECP NO. e. TYPE f. REV
76478-009/96 F R1
- ------------------------------------------------------------------------------
11. SPECIFICATION AFFECTED
- ------------------------------------------------------------------------------
CAGE Code Specification/Document No. Rev SCN
- ------------------------------------------------------------------------------
a. SYSTEM PD-94-003
- ------------------------------------------------------------------------------
b. DEVELOPMENT
- ------------------------------------------------------------------------------
c. PRODUCT
- ------------------------------------------------------------------------------
12. DRAWINGS AFFECTED
- ------------------------------------------------------------------------------
CAGE Code Number Rev. NOR
- ------------------------------------------------------------------------------
13. TITLE OF CHANGE Add 60 mm Mortar Closed Loop Indirect Fire Trainer to the
ISMT
- ------------------------------------------------------------------------------
14. CONTRACT NO. AND LINE ITEM
M67854-94-C-2014 OLIN TBD
- ------------------------------------------------------------------------------
15. PROCURING CONTRACTING OFFICER
- ------------------------------------------------------------------------------
a. NAME (First, Middle Initial, Last) Ellen Simonoff
- ------------------------------------------------------------------------------
b. CODE CTQ c. TELEPHONE NO.703-784-5822 x246
- ------------------------------------------------------------------------------
16. CONFIGURATION ITEM NOMENCLATURE Closed Loop Indirect Fire Trainer
- ------------------------------------------------------------------------------
17. IN PRODUCTION
[ ] YES [X] NO
- ------------------------------------------------------------------------------
18. ALL LOWER LEVEL ITEMS AFFECTED
- ------------------------------------------------------------------------------
a. NOMENCLATURE N/A b. PART NO. c. NSN
N/A N/A
- ------------------------------------------------------------------------------
19. DESCRIPTION OF CHANGE
To add a simulated MORTAR to the Indoor Simulated Markmanship Trainer (ISMT) and
Infantry Squad Trainer (IST). By adding the MORTAR, this ECP will complete the
enhancement of full-mission, interactive training in the form of a Closed Loop
Indirect Fire Trainer (CLIFT), providing full training for the Forward Observer
(FO), Fire Direction Center (FDC), and the mortar crew.
- ------------------------------------------------------------------------------
20. NEED FOR CHANGE
An additional training capabilities to the ISMT. Train Mortar Gun-Crews and Fire
Direction Centers as well as Forward Observers. Will significantly reduce
training ammunition expenditure without reducing training quality.
- ------------------------------------------------------------------------------
21. PRODUCTION EFFECTIVITY BY SERIAL NUMBER
- ------------------------------------------------------------------------------
22. EFFECTIVE ON PRODUCTION DELIVERY SCHEDULE
None
- ------------------------------------------------------------------------------
23. RETROFIT
- ------------------------------------------------------------------------------
a. RECOMMENDED ITEM EFFECTIVITY b. SHIP/VEHICLE CLASS AFFECTED
N/A N/A
- ------------------------------------------------------------------------------
c. ESTIMATED KIT DELIVERY SCHEDULE d. LOCATIONS OR SHIP/VEHICLE NUMBERS
AFFECTED
N/A N/A
- ------------------------------------------------------------------------------
24. ESTIMATED COST/SAVINGS UNDER 25.ESTIMATED NET TOTAL COSTS/SAVINGS
CONTRACT
$2,333,289.00 $2,333,289.00
- ------------------------------------------------------------------------------
26. SUBMITTING ACTIVITY b. TITLE Bob Terry, Director of Programs
a. AUTHORIZED SIGNATURE
/s/ BOB TERRY
- ------------------------------------------------------------------------------
27. APPROVAL/DISAPPROVAL
- ------------------------------------------------------------------------------
a. CLASS 1 b. CLASS II
[_] APPROVAL [_] DISAPPROVAL [_] APPROVED [_] DISAPPROVED
RECOMMENDED RECOMMENDED
- ------------------------------------------------------------------------------
c. CLASS III
[_]CONCUR IN CLASSIFI- [_]DO NOT CONCUR IN CLASSI-
CATION OF CHANGE FICATION OF CHANGE
- ------------------------------------------------------------------------------
d. GOVERNMENT ACTIVITY e. SIGNATURE f. DATE SIGNED
(YYMMDD)
- ------------------------------------------------------------------------------
g. APPROVAL h. GOVERNMENT i. SIGNATURE j. DATE SIGNED
[_] APPROVED ACTIVITY (YYMMDD)
[_] DISAPPROVED /s/ Paul J. Fantanery 960516
- ------------------------------------------------------------------------------
DD Form 1692, APR 92 EF-V1)(parFORM PRO) Previous editions are obsolete.
<PAGE>
- --------------------------------------------------------------------------------
ENGINEERING CHANGE PROPOSAL (ECP), PAGE 2
- --------------------------------------------------------------------------------
Form Approved
OMB No. 0704-0188
- ------------------------------------------------------------------------------
Public reporting burden for this collection of information is estimated to
average 2 hours per response, including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed, and
completing and reviewing the collection of information. Send comments
regarding this burden estimate or any other aspect of the collection of
information, including suggestions for reducing this burden, to
Department of Defense, Washington Headquarters Services, Directorate for
Information Operations and Reports, 1215 Jefferson Davis Highway, Suite 1204,
Arlington, VA 22202-4302, and to the Office of Management and Budget, Paperwork
Reduction Project (0704-0188), Washington, DC 20503.
PLEASE DO NOT RETURN YOUR COMPLETED FORM TO EITHER OF THESE ADDRESSES. RETURN
------
COMPLETED FORM TO THE GOVERNMENT ISSUING CONTRACTING OFFICER FOR THE
CONTRACT/PROCURING ACTIVITY
- --------------------------------------------------------------------------------
ECP Number
76478-009/96 RI
- --------------------------------------------------------------------------------
EFFECTS ON FUNCTIONAL/ALLOCATED CONFIGURATION DOCUMENTATION
- --------------------------------------------------------------------------------
28. OTHER SYSTEM AFFECTED
NONE
- --------------------------------------------------------------------------------
29. OTHER CONTRACTORS/ACTIVITIES AFFECTED
No other contractors affected. Activities affected are all those where ISMT and
IST's are currently installed.
- --------------------------------------------------------------------------------
30. CONFIGURATION ITEMS AFFECTED
The configuration of the ISMT and IST are affected, by adding a simulated weapon
component, and through added enhanced training capability. Both the ISMT and IST
may now be configured as a CLIFT, or use the MORTAR interchangeably with other
simulated weapons to add to existing training capabilities.
- --------------------------------------------------------------------------------
31. EFFECTS ON PERFORMANCE ALLOCATIONS AND INTERFACES IN SYSTEM SPECIFICATION
Performance allocations are enhanced by expanded trainer capabilities. The ISMT
and IST will serve multiple functions as a CLIFT, a marksmanship trainer, and a
fire team/squad combined arms trainer. Interfaces in system specification will
remain largely unchanged and the MORTAR readily attaches to the system control
ports in place of existing weapons.
- --------------------------------------------------------------------------------
32. EFFECTS ON EMPLOYMENT, INTEGRATED LOGISTICS SUPPORT, TRAINING, OPERATIONAL
EFFECTIVENESS OR SOFTWARE
No effects on employment.
ILS will require the addition of the MORTAR as a system component, technical
manuals, OJT Manual and depot maintenance capability. USMC Training: Enhanced
capability for FO, FDC, and mortar crews. Operator Training: Minimal changes.
OJT Manual will be upgraded. System Operational Effectiveness: No Change;
greater utilization. Software: Changes will be incorporated. Additional
deployment cases will be required for the MORTAR.
- --------------------------------------------------------------------------------
33. EFFECTS ON CONFIGURATION ITEM SPECIFICATIONS
The configuration of the ISMT and the IST will be effected by enhancement, in
that they will have added CLIFT. This will impact USMC nomenclature
configuration. The system hardware configurations will not be changed, except
for the addition of a new simulated weapon, the MORTAR.
- --------------------------------------------------------------------------------
34. DEVELOPMENTAL REQUIREMENTS AND STATUS
The Mortar will be developed in accordance with the USMC specification approved
and attached as backup to Bock 19. Current status: Awaiting USMC turn-on for
ECP.
- --------------------------------------------------------------------------------
35. TRADE-OFFS AND ALTERNATIVE SOLUTIONS
ALTERNATIVES: Acquisition of Separate MORTAR Training system. Train Marines with
live fire.
TRADE-OFF: CLIFT is cost effective and expands an existing system.
- --------------------------------------------------------------------------------
36. DATE BY WHICH CONTRACTUAL AUTHORITY IS NEEDED (YYMMDD)
96/07/01
- --------------------------------------------------------------------------------
DD Form 1692/1, APR 92 EF-V1) (parFORM PRO) Previous additions are obsolete.
<PAGE>
- --------------------------------------------------------------------------------
ENGINEERING CHANGE PROPOSAL (ECP), PAGE 3 Form Approved
OMB No. 0704-0188
- --------------------------------------------------------------------------------
Public reporting burden for this collection of information is estimated to
average 2 hours per response, including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed, and
completing and reviewing the collection of information. Send comments regarding
the burden estimate or any other aspect of this collection of information,
including suggestions for reducing the burden, to Department of Defense,
Washington Headquarters Services, Directorate for Information Operations and
Reports, 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA 22202-4302, and
to the Office of Management and Budget, Paperwork Reduction Project (0704-0188),
Washington, DC 20503.
PLEASE DO NOT RETURN YOUR COMPLETED FORM TO EITHER OF THESE ----------------
------ ECP Number
ADDRESSES. RETURN COMPLETED FORM TO THE GOVERNMENT ISSUING 76478-009/96 RIu
CONTRACTING OFFICER FOR THE CONTRACT/PROCURING ACTIVITY ----------------
NUMBER LISTED IN ITEM 2 OF THIS FORM 1692
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
EFFECTS ON PRODUCT DOCUMENTATION, LOGISTICS AND OPERATIONS
- ------------------------------------------------------------------------------------------------------------------------------------
X FACTOR ENCL. PAR. (x) FACTOR ENCL. PAR.
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
37. EFFECT ON PRODUCT CONFIGURATION 39. EFFECT ON OPERATIONAL EMPLOYMENT
DOCUMENTATION OR CONTRACT
- ------------------------------------------------------------------------------------------------------------------------------------
a. PERFORMANCE N/A N/A a. SAFETY N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
b. WEIGHT-BALANCE-STABILITY (Aircraft) N/A N/A b. SURVIVABILITY N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
c. WEIGHT-MOMENT (Other equipment) N/A N/A c. RELIABILITY N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
d. CORL, TECHNICAL DATA N/A N/A d. MAINTAINABILITY N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
X e. NOMENCLATURE 1 1 e. SERVICE LIFE N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
f. OPERATING PROCEDURES N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
38. EFFECT ON INTEGRATED LOGISTICS g. ELECTROMAGNETIC INTERFERENCE N/A N/A
SUPPORT (ILS) ELEMENTS
- ------------------------------------------------------------------------------------------------------------------------------------
a. ILS PLANS N/A N/A h. ACTIVATION SCHEDULE N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
X b. MAINTENANCE CONCEPT, PLANS AND 1 2 i. CRITICAL SINGLE POINT FAILURE ITEMS N/A N/A
PROCEDURES
- ------------------------------------------------------------------------------------------------------------------------------------
c. LOGISTICS SUPPORT ANALYSES N/A N/A j. INTEROPERABILITY N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
d. INTERIM SUPPORT PROGRAM N/A N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
X e. SPARES AND REPAIR PARTS 1 2 N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
X f. TECH MANUALS/PROGRAMMING TAPES 1 2 40. OTHER CONSIDERATIONS
- ------------------------------------------------------------------------------------------------------------------------------------
g. FACILITIES N/A N/A X a. INTERFACE N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
h. SUPPORT EQUIPMENT N/A N/A b. OTHER AFFECTED EQUIPMENT/GFE/GFP N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
X i. OPERATOR TRAINING 1 2 c. PHYSICAL CONSTRAINTS N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
j. OPERATOR TRAINING EQUIPMENT N/A N/A d. COMPUTER PROGRAMS AND N/A N/A
RESOURCES
- ------------------------------------------------------------------------------------------------------------------------------------
k. MAINTENANCE TRAINING N/A N/A e. REWORK OF OTHER EQUIPMENT N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
l. MAINTENANCE TRAINING EQUIPMENT N/A N/A f. SYSTEM TEST PROCEDURES N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
X m. CONTRACT MAINTENANCE 1 2 X g. WARRANTY/GUARANTEE 1 3
- ------------------------------------------------------------------------------------------------------------------------------------
X n. PACKAGING, HANDLING, STORAGE, 1 2 X h. PARTS CONTROL 1 3
TRANSPORTABILITY
- ------------------------------------------------------------------------------------------------------------------------------------
X o. Test Plan. Test & Report 1 2 X i. LIFE CYCLE COSTS 1 3
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
41. ALTERNATIVE SOLUTIONS
(1) Train Marines with live Fire.
(2) New systems acquisitions.
- ------------------------------------------------------------------------------------------------------------------------------------
42. DEVELOPMENTAL STATUS
Under development. FATS has designed the MORTAR simulator, awaiting ECP approval to complete the design.
- ------------------------------------------------------------------------------------------------------------------------------------
43. RECOMMENDATIONS FOR RETROFIT
To be accomplished by first activity delivery and acceptance, with all attendant support deliverables. This will be followed
with a delivery schedule approved by the USMC Procurement Office.
- ------------------------------------------------------------------------------------------------------------------------------------
44. WORK-HOURS PER UNIT TO INSTALL RETROFIT KITS 45. WORK-HOURS TO CONDUCT SYSTEM TESTS AFTER RETROFIT
- ------------------------------------------------------------------
a. ORGANIZATION b. INTERMEDIATE c. DEPOT d. OTHER
2 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
46. THIS CHANGE MUST BE ACCOMPANIES 47. IS CONTRACTOR FIELD SERVICE 48. OUT OF SERVICE TIME
ENGINEERING REQUIRED?
[X] BEFORE [_] WITH [_] AFTER THE FOLLOWING 3 hours
CHANGES [_] YES [X] NO
- ------------------------------------------------------------------------------------------------------------------------------------
49. EFFECT OF THIS ECP AND PREVIOUSLY APPROVED ECP'S ON ITEM 50. DATE CONTRACTUAL AUTHORITY NEEDED FOR (YYMMDD)
-------------------------------------------------------------
a. PRODUCTION
96/07/07
N/A -------------------------------------------------------------
b. RETROFIT
96/07/01
- ------------------------------------------------------------------------------------------------------------------------------------
DD Form 1692/2, APR 92 EF-V1)(parFORM PRO) Previous editions are obsolete.
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
Form Approved
ENGINEERING CHANGE PROPOSAL (ECP), PAGE 5 OMB No. 0704-0188
- --------------------------------------------------------------------------------
Public reporting burden for this collection of information is estimated to
average 2 hours per response, including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed, and
completing and reviewing the collection of information. Send comments regarding
the burden estimate or any other aspect of this collection of information,
including suggestions for reducing the burden, to Department of Defense,
Washington Headquarters Services, Directorate for Information Operations and
Reports, 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA 22202-4302, and
to the Office of Management and Budget, Paperwork Reduction Project (0704-0188),
Washington, DC 20503.
PLEASE DO NOT RETURN YOUR COMPLETED FORM TO EITHER OF THESE ADDRESSES. RETURN
COMPLETED FORM TO THE GOVERNMENT ISSUING CONTRACTING OFFICER FOR THE
CONTRACT/PROCURING ACTIVITY NUMBER LISTED IN ITEM 2 OF THE COMPLETED DD FORM
1692. -------------------
ECP Number
76478-009/96 RI
- --------------------------------------------------------------------------------
52. ESTIMATED COSTS/SAVINGS Summary, RELATED ECP's (Use parentheses for
savings)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CAGE CODE ECP NUMBER COSTS/SAVINGS OTHER COSTS/SAVINGS
UNDER TO GOVERNMENT
CONTRACTS
(a) (b) (c) (d)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
a. PRODUCTION COSTS/SAVINGS (Subtotal of Costs/Savings
Elements from Page 4, item 4.a., applicable to aircraft, N/A
ship, tank, vehicle, missile or its subsystem)
- ------------------------------------------------------------------------------------------------------------------------------------
(1) SUBTOTAL PRODUCTION COSTS/SAVINGS
- ------------------------------------------------------------------------------------------------------------------------------------
b. RETROFITS COSTS (Applicable to aircraft, ship, tank, N/A N/A 0
vehicle, missile or its subsystem)
- ------------------------------------------------------------------------------------------------------------------------------------
(1) SUBTOTAL RETROFIT COSTS
- ------------------------------------------------------------------------------------------------------------------------------------
c. INTERATED LOGISTICS SUPPORT COSTS/SAVINGS
REVISED REQUIREMENTS
- ------------------------------------------------------------------------------------------------------------------------------------
(1) ITEM RETROFIT (If not covered under "b") N/A 0
(Applicable to aircraft, ship, tank,
vehicle, missile or its subsystem)
- ------------------------------------------------------------------------------------------------------------------------------------
(2) ILS SUBTOTAL (Applicable to aircraft, ship, N/A 0
tank, vehicle, missile or its subsystem)
- ------------------------------------------------------------------------------------------------------------------------------------
(3) OPERATOR TRAINER (Net total cost/saving from N/A 0
each ECP covering operator trainer)
- ------------------------------------------------------------------------------------------------------------------------------------
(4) MAINTENANCE TRAINER (Net total cost/saving from N/A 0
each ECP covering maintenance trainer)
- ------------------------------------------------------------------------------------------------------------------------------------
(5) OTHER TRAINING EQUIPMENT N/A 0
- ------------------------------------------------------------------------------------------------------------------------------------
(6) SUPPORT EQUIPMENT (Net total cost/saving from N/A 0
each ECP on support, equipment)
- ------------------------------------------------------------------------------------------------------------------------------------
(7) ILS PLANS N/A 0
- ------------------------------------------------------------------------------------------------------------------------------------
(8) MAINTENANCE CONCEPT, PLANS, SYSTEM DOCUMENTS
- ------------------------------------------------------------------------------------------------------------------------------------
(9) INTERIM SUPPORT PLAN N/A 0
- ------------------------------------------------------------------------------------------------------------------------------------
NON- RECURRING COSTS
NEW REQUIREMENTS CAGE RECURRING ------------------
CODE COSTS UNIT QTY TOTAL
- ------------------------------------------------------------------------------------------------------------------------------------
(10) PROVISIONS DOCUMENTATION N/A 0
- ------------------------------------------------------------------------------------------------------------------------------------
(11) OPER TRNR/TRNG DEVICES/EQUIP N/A 0
- ------------------------------------------------------------------------------------------------------------------------------------
(12) MANUAL/SPARS, REPAIR PARTS (For(11)) N/A 0
- ------------------------------------------------------------------------------------------------------------------------------------
(13) MAINTENANCE TRNR/TRNG N/A 0
DEVICES/EQUIPMENT
- ------------------------------------------------------------------------------------------------------------------------------------
(14) MANUALS/SPARES, REPAIR PARTS (For N/A 0
(13))
- ------------------------------------------------------------------------------------------------------------------------------------
(15) SUPPORT EQUIPMENT N/A 0
- ------------------------------------------------------------------------------------------------------------------------------------
(16) MANUALS (FOR (15)) N/A 0
- ------------------------------------------------------------------------------------------------------------------------------------
(17) PROVISION DOCUMENTATION (FOR (15)) N/A 0
- ------------------------------------------------------------------------------------------------------------------------------------
(18) REPAIR PARTS (For (16)) N/A 0
- ------------------------------------------------------------------------------------------------------------------------------------
(19) SUBTOTALS COSTS/SAVINGS
(Sum of c(1) through c(18))
- ------------------------------------------------------------------------------------------------------------------------------------
CAGE
d. OTHER COSTS/SAVINGS CODE ECP NUMBER 0
(Total from page 4, item 4.d., or related ECP's) --------- --------------
N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
(1) TOTAL OTHER COSTS/SAVINGS 0
- ------------------------------------------------------------------------------------------------------------------------------------
(2) SUBTOTALS OF COLUMNS 0
- ------------------------------------------------------------------------------------------------------------------------------------
(3) SUBTOTAL UNDER CONTRACT 0
- ------------------------------------------------------------------------------------------------------------------------------------
e. ESTIMATED NET TOTAL COSTS/SAVINGS
(a + b + c + d) 0
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
N/A DD Form 1692/4, APR 92 EF-V1) Previous editions are obsolete.
(parFORM PRO)
<PAGE>
- --------------------------------------------------------------------------------
ENGINEERING CHANGE PROPOSAL (ECP) (HARDWARE), PAGE 6
- --------------------------------------------------------------------------------
Form Approved
OMB No. 0704-0188
- --------------------------------------------------------------------------------
Public reporting burden for this collection of information is estimated to
average 2 hours per response, including the one for reviewing instructions,
searching existing date serveres, gathering and maintaining the date needed, and
completing and reviewing the collection of information. Send comments regarding
this burden estimate or any other aspect of this collection of information,
including suggestions for reducing this burden, to Department of Defense,
Washington Headquarters Services, Directorate for information Operation and
Reports, 1215 Jefferson Davis Highway, Suite 1204, Arlington VA 22202.4302 and
to the Office of Management and Budget. Paperwork Reduction Project (0704-0188),
Washington DC 20503.
PLEASE DO NOT RETURN YOUR COMPLETED FORM TO EITHER OF THESE ADDRESSES. RETURN
COMPLETED FORM TO THE GOVERNMENT ISSUING CONTRACTING OFFICER FOR THE CONTRACT
PRODUCING ACTIVITY NUMBER LISTED IN ITEM 2 OF THE COMPLETED DD FORM 1692.
- --------------------------------------------------------------------------------
ECP NUMBER
76478-009/96 R1
- --------------------------------------------------------------------------------
53. CAGE CODE
76478
- --------------------------------------------------------------------------------
54. CONFIGURATION SOFTWARE ITEM NOMENCLATURE
Closed Loop Indirect Fire Trainer (CLIFT)
- --------------------------------------------------------------------------------
56. DATE AUTHORIZATION TO PROCEED
RECEIVED BY CONTRACTOR (YYMMDD)
- --------------------------------------------------------------------------------
59. TITLE OF CHANGE
Addition of 81mm Martor CLIFT to the ISMT
- --------------------------------------------------------------------------------
S START DELIVERY C COMPLETE DELIVERY PROGRESS POINT
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
NO. OF MONTHS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
a.
-------------------- -------------------------------------------------------------------------------------------------------
C (1) Production Test S G
O
N -------------------- -------------------------------------------------------------------------------------------------------
F (2) Tech Manuals S G
I
G -------------------- -------------------------------------------------------------------------------------------------------
U (3) Retrofit
R
A -------------------- -------------------------------------------------------------------------------------------------------
T (4) MWO/TCTO/SC/ALT
I LTD
O -------------------- -------------------------------------------------------------------------------------------------------
N (5) Spares/Repair
Parts
I -------------------- -------------------------------------------------------------------------------------------------------
T
E
M -------------------- -------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
b.
(1) Production
S
U -------------------- --------------------------------------------------------------------------------------------------------
P (2) Tech Manuals/
P Prog. Tapes S G
O
R -------------------- -------------------------------------------------------------------------------------------------------
T
(3) Retrofit
E
Q -------------------- -------------------------------------------------------------------------------------------------------
U
I (4) MWO/TCTO/ALT/TD
P
M -------------------- -------------------------------------------------------------------------------------------------------
E
N (5) Repair Parts
T
-------------------- -------------------------------------------------------------------------------------------------------
c.
(1) Operator
T
R -------------------- -------------------------------------------------------------------------------------------------------
A
I (2) Maintenance
N
E -------------------- -------------------------------------------------------------------------------------------------------
R
- --------------------------- -------------------------------------------------------------------------------------------------------
NO. OF MONTHS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
ENGINEERING CHANGE PROPOSAL (ECP) (SOFTWARE), PAGE 7
- --------------------------------------------------------------------------------
Form Approved
OMB No. 0704-0188
- --------------------------------------------------------------------------------
Public reporting burden for this collection of information is estimated to
average 2 hours per response, including the one for reviewing instructions,
searching existing date severes, gathering and maintaining the date needed, and
completing and reviewing the collection of information. Send comments regarding
this burden estimate or any other aspect of this collection of information,
including suggestions for reducing this burden, to Department of Defense,
Washington Headquarters Services Directorate for Information Operation and
Reports, 1215 Jefferson Davis Highway, Suite 1204, Arlington VA 22202 4302 and
to the Office of Management and Budget. Paperwork Reduction Project
(0704-0188), Washington DC 20503.
PLEASE DO NOT RETURN YOUR COMPLETED FORM TO EITHER OF THESE ADDRESSES. RETURN
COMPLETED FORM TO THE GOVERNMENT ISSUING CONTRACTING OFFICER FOR THE CONTRACT
PRODUCING ACTIVITY NUMBER LISTED IN ITEM 2 OF THE COMPLETED DD FORM 1692.
- --------------------------------------------------------------------------------
ECP NUMBER
76478-009/96 R1
- --------------------------------------------------------------------------------
53. CAGE CODE
76478
- --------------------------------------------------------------------------------
54. COMPUTER SOFTWARE ITEM NOMENCLATURE
Closed Loop Indirect Fire Trainer (CLIFT)
- --------------------------------------------------------------------------------
56. DATE AUTHORIZATION TO PROCEED
RECEIVED BY CONTRACTOR (YYMMDD)
- --------------------------------------------------------------------------------
59. TITLE OF CHANGE
Addition of 81mm Martor CLIFT to the ISMT
- --------------------------------------------------------------------------------
S START DELIVERY C COMPLETE DELIVERY PROGRESS POINT
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
NO. OF MONTHS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
a.
-------------------- -------------------------------------------------------------------------------------------------------
C (1) Software s g
O Engineering
N -------------------- -------------------------------------------------------------------------------------------------------
F (2) Software
I Documentation
G -------------------- -------------------------------------------------------------------------------------------------------
U (3) Software
R Replication
A -------------------- -------------------------------------------------------------------------------------------------------
T (4) Software
I Distribution
O -------------------- -------------------------------------------------------------------------------------------------------
N
I -------------------- -------------------------------------------------------------------------------------------------------
T
E
M ------------------- --------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
b.
(1) Software
S Engineering
U Environment Upgrade
P -------------------- -------------------------------------------------------------------------------------------------------
P (2) Software Test
O Environment Upgrade
R -------------------- -------------------------------------------------------------------------------------------------------
T
E -------------------- -------------------------------------------------------------------------------------------------------
Q
U
I -------------------- -------------------------------------------------------------------------------------------------------
P
M
E -------------------- -------------------------------------------------------------------------------------------------------
N
T
- -----------------------------------------------------------------------------------------------------------------------------------
c.
T (1) Operator
R ------------------- --------------------------------------------------------------------------------------------------------
A
I (2) Maintenance
N -------------------- -------------------------------------------------------------------------------------------------------
E
R
- -----------------------------------------------------------------------------------------------------------------------------------
NO. OF MONTHS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Block 11. Specifications Affected: Purchase Description 94-003
1. Change paragraph 3.1.3 b. from:
b. Weapons Firing System. Includes AT4, M2 (.50 cal), M9, M16A2, M240G, M203,
MK19, MP5, SAW, SMAW, Service Shotgun (12 gauge), recoil mechanism, night
vision training capability and supporting arms spotting training capability.
To:
b. Weapons Firing System. Includes AT4, M2 (.50 cal), M9, M16A2, M240G, M203,
MK19, MP5, SAW, SMAW, Service Shotgun (12 gauge), 60 mm Mortar, recoil
mechanism, night vision training capability and supporting arms spotting
training capability.
2. Add to paragraph 3.2.1.4:
1. 60 mm Mortar.
3. Change second paragraph of paragraph 3.2.1.4 from:
The weapons shall look and function like the actual weapons to the degree
specified herein. Each weapon shall be capable of firing during the shoot/no-
shoot and combat scenarios and shall accurately represent the ballistic
characteristics of the weapon.
To:
The weapons shall look and function like the actual weapons to the degree
specified herein. Each weapon shall be capable of firing during the shoot/no-
shoot (except mortars) and combat scenarios and shall accurately represent
the ballistic characteristics of the weapon.
4. Add to paragraph 3.7.2.1.1:
k. Mortars. Shall be provided with the gun tube, base plate and dummy rounds
in HE, SMOKE, and ILLUM configurations including color and markings.
-52-
<PAGE>
Block 19. Description of Change
1. Background: In November, 1994, MARCORSYSCOM requested by MCSC letter CTQ-
3LW:050, that FATS provide a proposal for the Closed Loop Indirect Fire Trainer
(CLIFT). FATS submitted its proposal in January, 1995, and a draft
specification in March, 1995. In July, 1995, MARCORSYSCOM requested by MCSC
letter CTQ-3LW:427 that FATS submit three separate deviations for CLIFTs; one
for the 60 mm mortar, one for the 81 mm mortar, and one for the 4.2 inch and 120
mm mortars. The deviations were submitted as requested. In November, 1995,
MARCORSYSCOM requested an ECP which FATS submitted on 14 Dec. 1995 with FATS
letter MC950220.BT. After review, the Government further requested that the ECP
be broken down into four separate ECPs; one for each type mortar. This ECP is
one of the four submitted as requested. The purpose of this ECP is to add a
mortar to the Indoor Simulated Marksmanship Trainer (ISMT) and Infantry Squad
Trainer (IST). Software to accommodate the mortar was added to the system by
Contract Modification P00004 Paragraph 5.c.(1). Add to paragraph 3.7.2.2: "All
systems shall include the software to support adding a mortar to any system."
An update to the OJT Manual, Depot Maintenance Manual and Commercial Off-the-
Shelf Manual will also be provided. Changes to the OJT Manual will accumulate
the SME Changes from Contract Modification P00004 pending since 17 January 1995
publication of the OJT Manual. (See block 51.c(8)).
2. General: The CLIFT will provide interactive, full mission training for the
Forward Observer (FO), Fire Direction Center (FDC), and the mortar crew(s). The
system operator will be able to analyze the execution of all tasks from the
Instructor's Control Station (ICS) PC. Up to three mortars can be fired on the
system simultaneously. The system program provides for replay and analysis
capability. The CLIFT is completely compatible with the IST and ISMT.
3. Mortars: The system will simulate firing of the 60 mm mortar.
3.1 Mortar Tubes: A simulated gun tube and base plate will be supplied. The
user will provide bipod and sighting mechanisms.
3.2 Mounting Platform: The mortar will be provided with a mounting platform
upon which the simulated base plate will be seated. The platform will allow for
a full range of motion for bipods/bridges. The surface will be of a non-slip
material.
3.3 Range of Motion; Bipod/bridge and Cannon: The mortar will have 6400 mils
range of motion for deflection and 800 - 1600 mils for elevation.
3.4 Ammunition: Dummy round will be provided for all calibers in HE, SMOKE, and
ILLUM configurations including color and markings. Rounds will provide for
setting of fuzes and for placement of charges. The system will identify rounds
by types, charge, fuse, and whether or not the round is armed (safety pin).
Appropriate effects will be rendered on the simulated impact point on the
screen. Rounds will be fired in the normal manner but will not be expelled from
the muzzle, they will be extracted at the base of the cannon. Each mortar will
be provided with one round of each type and caliber.
3.5 Recoil: Each mortar will be equipped with a pneumatic recoil mechanism
which induces sufficient displacement so as to require recheck and occasional
relaying of sights and levels.
4. Forward Observer: The FO will be at a position 20 feet from the
perpendicular to the viewing screen center. The FO can use standard military
7x50 binoculars with reticle. The FO and FDC will be provided standard military
maps (scale 1:50,000) of the operational area. The FO will use standard issue
communication equipment. Being in close proximity to the ICS operator,
communications are not necessary between them, however, a line of communication
to the FDC is recommended. A simulated compass will be projected on the screen
for use by the FO. It is graduated in Mils.
5. Fire Direction Center: The FDC will generate gun data using issued
equipment. Standard issue equipment (to be provided by the user) will be used
between the FDC, the FO, and the gun crews. Issue computers and DMD's will work
within the simulator environment.
6. MET Data: The Instructor may input MET information into the system which
will cause the FDC to access and use the proper tables for solutions.
-53-
<PAGE>
7. Instructor's Station: The Operator will be able to set up an exercise on the
PC by mouse operation to include, but not limited to the following:
a. Call signs
b. Mortar location
c. FO location
d. MET data (wind, temperature, elevation, ATM pressure, humidity, etc.)
e. Call for fire format in a checklist format.
f. Instructor can see elevation/deflection, charge, fuse, rounds fired, and
bubbles level, on P.C. Monitor.
8. Training Analysis: The system will monitor all interaction of the FO, FDC,
and gun crews to determine the effectiveness of any given mission. Through the
analysis of manual and sensory input, the system will provide both real time
monitoring and after action review information for the instructor. The CLIFT
will accomplish all training tasks except those requiring
displacement/emplacement or connection of the base plate and cannon. The FATS
design is a one piece base plate and cannon. No hip shoot or misfire tasks will
be available except those which do not include assembling or disassembling the
base plate and cannon.
8.1 FO: All elements of the Call of Fire will be processed by the FDC. FDC
calculations will be layed on the mortar. Knowing the location of the target,
the system will determine if the FO is within selectable parameters for the
mission.
8.2 FDC:
a. Manual Computations: The system will have a manual input device which will
allow the firing data to be entered into the system. Based upon mortar location
and the Call for Fire, the system will determine if the computations are correct
including MET calculations.
b. Computer Assisted Calculations: The ballistic computer will be monitored to
determine if entries are correct.
8.3 Mortars: Sensors will determine if the correct firing data has been applied
to gun and munitions. Sensors will determine if aiming is correct and sensors
will determine if cross level is achieved.
8.4 Timing: Standards for time, as determined by the customer, can be
established for partial tasks and completed mission.
8.5 Overall Interaction and Review: After all of the above data are registered
in the system and a mission is fired, a system analysis of the whole fire
mission will be conducted. The FO's commands will be checked by the system to
determine if the command was correct based upon the system knowing the actual
target location. Regardless of whether or not the FO command was correct, the
system will be able to determine if the FDC worked up a correct solution based
on the call. Finally, the system will be able to determine if the gun crew
placed the correct data on the gun and layed/fired the mission according to the
data given to them.
8.5.1 After Action Review:
a. Replay: A complete replay of the engagement will be presented on the large
screen with round impacts, hit or miss, and elapsed time. Replay will be on a
projected map with target locations and round impacts.
b. Firing Data: Tabular data will appear on the screen to indicate FO
information, FDC calculation, and final gun data, to include; deflection,
elevation, charge, fuze, aiming error, and cross level error (if any). This
data will be presented in synchronization with the replay. All
corrections/changes will be updated as they actually occurred during the
mission.
9. Deliverables:
a. 60 mm mortar kit
b. CO2 tanks and valves
c. Maps TBD by scenarios
d. Software
-54-
<PAGE>
e. Wiring kit
f. Update to COTS Manual
g. Update to OJT Manual
h. Update to Depot Maintenance Manual
i. Test Procedures, OCD Test for the Mortar, and Test Report
10. Government Support Requirements:
a. Government will provide reference manuals and training requirements for
mortar crews, FDC, and FO.
b. Government to provide one complete mortar of each type and sighting devices
of each type to be studied for system engineering. Government to provide one
Digital Message Device and one Ballistic Computer. Equipment will not be
modified and will be returned upon completion of system delivery.
c. Government to coordinate travel for FATS personnel to observe a Mortar shoot
at Camp Lejuene. Each service conducts mortar firing differently. FATS
personnel will observe the USMC method and assure that the ISMT provides
training to USMC standards.
- ------------------------------------------------------------------------------
ENGINEERING CHANGE PROPOSAL (ECP), PAGE 1
- ------------------------------------------------------------------------------
1. DATE (YY/MM/DD)
96/01/29
- ------------------------------------------------------------------------------
Form Approved
OMB No. 0704-0188
- ------------------------------------------------------------------------------
Public reporting burden for this collection of information is estimated to
average 2 hours per response, including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed, and
completing and reviewing the collection of information. Send comments regarding
this burden estimate or any other aspect of this collection of information,
including suggestions for reducing this burden to Department of Defense,
Washington Headquarters Services. Directorate for Information Operations and
Reports, 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA 22202-4302, and
to the Office of Management and Budget, Paperwork Reduction Project (0704-0188),
Washington, D.C. 20503.
PLEASE DO NOT RETURN YOUR COMPLETED FORM TO EITHER OF THESE ADDRESSES. RETURN
COMPLETED FORM TO THE GOVERNMENT ISSUING CONTRACTING OFFICER FOR THE CONTRACT/
PROCURING ACTIVITY NUMBER LISTED IN ITEM 2 OF THIS FORM.
- ------------------------------------------------------------------------------
2. PROCURING ACTIVITY NO.
M67854
- ------------------------------------------------------------------------------
3. DODAAC
M30500
- ------------------------------------------------------------------------------
4. ORIGINATOR
- ------------------------------------------------------------------------------
a. TYPED NAME (First, Middle Initial, Last)
Firearms Training Systems, Inc.
- ------------------------------------------------------------------------------
b. ADDRESS (Street, City, State, Zip Code)
7340 McGinnis Ferry Road
Suwanee, GA 30174
- ------------------------------------------------------------------------------
5. CLASS OF ECP
1
- ------------------------------------------------------------------------------
6. JUST CODE
0
- ------------------------------------------------------------------------------
7. PRIORITY
U
- ------------------------------------------------------------------------------
8. ECP DESIGNATION
- ------------------------------------------------------------------------------
a. MODEL/TYPE
- ------------------------------------------------------------------------------
b. CAGE CODE
76478
- ------------------------------------------------------------------------------
c. SYSTEM DESIGNATION
ISMT
- ------------------------------------------------------------------------------
d. ECP NO.
76478-010/96
- ------------------------------------------------------------------------------
e. TYPE
F
- ------------------------------------------------------------------------------
f. REV
R1
- ------------------------------------------------------------------------------
9. BASELINE AFFECTED
[ ] FUNCTIONAL [ X ] PRODUCT
[ ] ALLOCATED
- ------------------------------------------------------------------------------
10.OTHER SYS./CONFIG. ITEMS AFFECTED
[_]YES [X] NO
- ------------------------------------------------------------------------------
11. SPECIFICATIONS AFFECTED
- ------------------------------------------------------------------------------
CAGE Code Specification/Document No. Rev SCN
- ------------------------------------------------------------------------------
a. SYSTEM PD-94-003
- ------------------------------------------------------------------------------
b. DEVELOPMENT
- ------------------------------------------------------------------------------
c. PRODUCT
- ------------------------------------------------------------------------------
12. DRAWINGS AFFECTED
- ------------------------------------------------------------------------------
CAGE Code Number Rev. NOR
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
13. TITLE OF CHANGE Add 81mm Mortar Closed Loop Indirect Fire Trainer to the
ISMT
- ------------------------------------------------------------------------------
14. CONTRACT NO. AND LINE ITEM
M67854-94-C-2014 CLIN TED
- ------------------------------------------------------------------------------
15. PROCURING CONTRACT OFFICER
- ------------------------------------------------------------------------------
a. NAME (First, Middle Initial, Last) ELLEN SIZNONOFF
- ------------------------------------------------------------------------------
b. CODE CTQ c. TELEPHONE NO. 703-784-5822 X246
- ------------------------------------------------------------------------------
16. CONFIRMATION ITEM NOMENCLATURE Closed Loop Indirect Fire Trainer
- ------------------------------------------------------------------------------
17. IN PRODUCTION
[ ] YES [X] NO
- ------------------------------------------------------------------------------
18. ALL LOWER LEVEL ITEMS AFFECTED
- ------------------------------------------------------------------------------
a. NOMENCLATURE b. PART NO c. NSN
N/A N/A N/A
- ------------------------------------------------------------------------------
19. DESCRIPTION OF CHANGE
To add a simulated MORTAR to the Indoor Simulated Marksmanship Trainer 91SMT)
and Infantry Squad Trainer (IST), by adding the MORTAR, this ECP will complete
the enhancement of full-mission, interactive training in the form of a Closed
Loop Indirect Fire Trainer (CLIFT), providing full training for the Forward
Observer (FO), Fire Direction Center (FDC), and the mortar crew.
- ------------------------------------------------------------------------------
20. NEED FOR CHANGE
Add additional training capabilities to ISMT. Train Mortar Gun-Crews and Fire
Direction Centers as well as Forward Observers. Will significantly reduce
training ammunition expenditure without reducing training quality.
- ------------------------------------------------------------------------------
21. PRODUCTION EFFECTIVELY BY SERIAL NUMBER
None
- ------------------------------------------------------------------------------
22. EFFECT ON PRODUCTION DELIVERY SCHEDULE
None
- ------------------------------------------------------------------------------
23. RETROFIT
- ------------------------------------------------------------------------------
a. RECOMMENDED ITEM EFFECTIVITY b. SHIP/VEHICLE CLASS AFFECTED
N/A N/A
- ------------------------------------------------------------------------------
c. ESTIMATED KIT DELIVERY SCHEDULE d. LOCATIONS OR SHIP/VEHICLE NUMBERS
N/A AFFECTED
N/A
- ------------------------------------------------------------------------------
24. ESTIMATED COSTS/SAVINGS UNDER 25. ESTIMATED NET TOTAL COSTS/SAVINGS
CONTRACT $1,626,991.00
$1,626,991.00
- ------------------------------------------------------------------------------
26. SUBMITTING ACTIVITY b. TITLE Bob Terry, Director of Programs
a. AUTHORIZED SIGNATURE /s/BOB TERRY
- ------------------------------------------------------------------------------
27. APPROVAL/DISAPPROVAL
- ------------------------------------------------------------------------------
a. CLASS 1 b. CLASS II
[X] APPROVAL [_] DISAPPROVAL [_] APPROVED [_] DISAPPROVED
RECOMMENDED RECOMMENDED
- ------------------------------------------------------------------------------
c. CLASS III
[_]CONCUR IN CLASSIFICATION [_]DO NOT CONCUR IN CLASSIFICATION
OF CHANGE OF CHANGE
- ------------------------------------------------------------------------------
d. GOVERNMENT ACTIVITY e. SIGNATURE f. DATE SIGNED
(YYMMDD)
- ------------------------------------------------------------------------------
g. APPROVAL h. GOVERNMENT i. SIGNATURE j. DATE SIGNED
[X] APPROVED ACTIVITY (YYMMDD)
[_] DISAPPROVED /s/ Paul J. Fentanery 96/05/16
- ------------------------------------------------------------------------------
DD Form 1692, APR 92 (EF-V1)(ParFORM PRO) Previous editions are obsolete
ATTACHMENT "B"
-55-
<PAGE>
- --------------------------------------------------------------------------------
ENGINEERING CHANGE PROPOSAL (ECP), PAGE 2 Form Approved
OMB No. 0704-0188
- --------------------------------------------------------------------------------
Public reporting burden for this collection of information is estimated to
average 2 hours per response, including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed, and
completing and reviewing the collection of information. Send comments regarding
this burden estimate or any other aspect of this collection of information,
including suggestions for reducing this burden, to Department of Defense,
Washington Headquarters Services, Directorate for information Operations and
Reports, 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA 22202-4302, and
to the Office of Management and Budget, Paperwork Reduction Project (0704-0188),
Washington, DC 20503.
PLEASE DO NOT RETURN YOUR COMPLETED FORM TO EITHER OF THESE ADDRESSES. RETURN
COMPLETED FORM TO THE GOVERNMENT ISSUING CONTRACTING OFFICER FOR THE
CONTRACT/PROCURING ACTIVITY NUMBER LISTED IN ITEM 2 OF THIS FORM.
ECP NUMBER
76478-010/96 R1
- --------------------------------------------------------------------------------
EFFECTS ON FUNCTIONAL/ALLOCATED CONFIGURATION DOCUMENTATION
- --------------------------------------------------------------------------------
28. OTHER SYSTEM AFFECTED
None
- --------------------------------------------------------------------------------
29. OTHER CONTRACTORS/ACTIVITIES AFFECTED
No other contractors affected. Activities affected are all those where ISMT and
IST's are currently installed.
- --------------------------------------------------------------------------------
30. CONFIGURATION ITEMS AFFECTED
The configuration of the ISMT and IST are affected, by adding a simulated weapon
component, and through added enhanced training capability. Both the ISMT and
IST may now be configured as a CLIFT, or use the MORTAR interchangeably with
other simulated weapons to add to existing training capabilities.
- --------------------------------------------------------------------------------
31. EFFECTS ON PERFORMANCE ALLOCATIONS AND INTERFACES IN SYSTEM SPECIFICATION
Performance allocations are enhanced by expanded trainer capabilities. The ISMT
and IST will serve multiple functions as a CLIFT, a marksmanship trainer, and a
fire team/squad combined arms trainer. Interfaces in system specification will
remain largely unchanged, and the MORTAR readily attaches to the system control
ports in place of existing weapons.
- --------------------------------------------------------------------------------
32. EFFECTS ON EMPLOYMENT, INTERGRATED LOGISTICS SUPPORT, TRAINING OPERATIONAL
EFFECTIVENESS OR SOFTWARE
No effects on employment.
ILS will require the addition of the MORTAR as a system component, technical
manuals, OIT Manual and depot maintenance capability. USMC Training: Enhanced
capability for FO, FDC, and mortar crews. Operator Training: Minimal changes.
OIT Manual will be upgraded. System Operational Effectiveness: No Change;
greater utilization. Software: Changes will be incorporated. Additional
deployment cases will be required for the MORTAR.
- --------------------------------------------------------------------------------
33. EFFECTS ON CONFIGURATION ITEM SPECIFICATIONS
The configuration of the ISMT and the IST will be effected by enhancement, in
that they will have added CLIFT. This will impact USMC nomenclature
configuration. The system hardware configurations will not be changed except for
the addition of a new simulated weapon, the MORTAR.
- --------------------------------------------------------------------------------
34. DEVELOPMENTAL REQUIREMENTS AND STATUS
The Mortar will be developed in accordance with the USMC specification approved
and attached as backup to Block 19. Current status: Awaiting USMC turn-on for
ECP.
- --------------------------------------------------------------------------------
35. TRADE-OFFS AND ALTERNATIVE SOLUTIONS
ALTERNATIVES: Acquisition of separate MORTAR Training system. Train Marines
with live fire.
TRADE-OFF: CLIFT is cost effective and expands an existing system.
- --------------------------------------------------------------------------------
36. DATE BY WHICH CONTRACTUAL AUTHORITY IS NEEDED (YYMMDD)
96/07/01
- --------------------------------------------------------------------------------
DD Form 1692, APR 92 EF-V1) (parFORM PRO) Previous editions are obsolete.
<PAGE>
ENCLOSURE 1
1. EFFECT ON PRODUCT CONFIGURATION DOCUMENTATION OR CONTRACT
e. Nomenclature: Add CLIFT to ISMT/IST at USMC option.
2. EFFECTS ON ILS ELEMENTS:
b. Maintenance Concept: Add the 60mm Mortar.
e. Spares and Repair Parts: Provision for Maintenance Level. Spares to be
negotiated per recommendation by FATS 60 days prior to first delivery for
mortars (recommended quantities 10% of total purchase).
f. Technical Manuals: Develop Operator/Depot Manuals. New Equipment Training
(NET) to be negotiated.
i. Operator Training: Modify OJT Manual/Update-Revision.
m. Contract Maintenance: Add Depot Maintenance of 60mm Mortar.
n. Packaging: Develop new packaging for 60mm Mortar.
o. Test Plan, Test & Report: Testing and Acceptance document.
3. OTHER CONSIDERATIONS
g. WARRANTY: Add FATS standard 90 day Commercial Warranty as agreed upon.
h. PARTS CONTROL: Need to add repair parts, part numbers, in all referenced
parts lists, LRU lists, deport parts lists, tech manuals, etc.
i. LIFE CYCLE COSTS: Increased for support of 60mm Mortar simulator.
-56-
<PAGE>
Block 11. Specifications Affected: Purchase Description 94-003
1. Change paragraph 3.1.3b. from:
b. Weapons Firing System. Includes AT4, M2 (.50 cal), M9, M16A2, M240G, M203,
MK19, MP5, SAW, SMAW, Service Shotgun (12 gauge), recoil mechanism, night
vision training capability and supporting arms spotting training capability.
To:
b. Weapons Firing System. Includes AT4, M2 (.50 cal). M9, M16A2, M240G, M203.
MK19, MP5, SAW, SMAW, Service Shotgun (12 gauge), 81 mm Mortar, recoil
mechanism, night vision training capability and supporting arms spotting
training capability.
2. Add to paragraph 3.2.1.4:
m. 81 mm Mortar.
3. Change second paragraph of paragraph 3.2.1.4 from:
The weapons shall look and function like the actual weapons to the degree
specified herein. Each weapon shall be capable of firing during the shoot/no-
shoot and combat scenarios and shall accurately represent the ballistic
characteristics of the weapon.
To: The weapons shall look and function like the actual weapons to the degree
specified herein. Each weapon shall be capable of firing during the shoot/no-
shoot (except mortars) and combat scenarios and shall accurately represent
the ballistic characteristics of the weapon.
4. Add to paragraph 3.7.2.1:
k. Mortars. Shall be provided with the gun tube, base plate and dummy rounds
in HE, SMOKE, and ILLUM configurations including color and markings.
Block 19. Description of Change
1. Background: In November, 1994, MARCORSYSCOM requested by MCSC letter CTQ-
3LW:050, that FATS provide a proposal for the Closed Loop Indirect Fire Trainer
(CLIFT). FATS submitted its proposal in January, 1995, and a draft
specification in March, 1995. In July, 1995, MARCORSYSCOM requested by MCSC
letter CTQ-3LW:427 that FATS submit three separate deviations for CLIFTs; one
for the 60mm mortar, one for the 81 mm mortar, and one for the 4.2 inch and 120
mm mortars. The deviations were submitted as requested. In November, 1995,
MARCORSYSCOM requested an ECP which FATS submitted on 14 Dec 1995 with FATS
letter MC950220.BT. After review, the Government further requested that the ECP
be broken down into four separate ECPs; one for each type mortar. This ECP is
one of the four submitted as requested. The purpose of this ECP is to add a 81
mm mortar to the Indoor Simulated Marksmanship Trainer (ISMT) and Infantry Squad
Trainer (IST). Software to accommodate the mortar was added to the system by
Contract Modification P00004 Paragraph 5.c.(1) Add to paragraph 3.7.2: "All
systems shall include the software to support adding a mortar to any system."
An update to the OJT Manual, Depot Maintenance Manual and Commercial Off-the-
Shelf Manual will also be provided. Changes to the OJT Manual will accumulate
the SME Changes from Contract Modification P00004 pending since 17 January 1995
publication of the OJT Manual. (See block 51.c.(8)).
2. General: The CLIFT will provide interactive, full mission training for the
Forward Observer. (FO), Fire Direction Center (FDC), and the mortar crew(s).
The system operator will be able to analyze the execution of all tasks from the
Instructor's Control Station (ICS) PC. Up to three mortars can be fired on the
system simultaneously. The system program provides for replay and analysis
capability. The CLIFT is completely compatible with the IST and ISMT.
3. Mortars: The system will simulate firing of the 81 mm mortar.
3.1 Mortar Tubes: A simulated gun tube and base plate will be supplied. The
user will provide bipod and sighting mechanisms.
-58-
<PAGE>
3.2 Mounting Platform: The mortar will be provided with a mounting platform
upon which the simulated base plate will be seated. The platform will allow for
a full range of motion for bipods/bridges. The surface will be of a non-slip
material.
3.3 Range of Motion; Bipod/bridge and Cannon: The mortar will have 6400 mils
range of motion for deflection and 800-1600 mils for elevation.
3.4 Ammunition: Dummy rounds will be provided for all calibers in HE, SMOKE,
and ILLUM configurations including color and markings. Rounds will provide for
setting of fuzes and for placement of charges. The system will identify rounds
by types, charge, fuse, and whether or not the round is armed (safety pin).
Appropriate effects will be rendered on the simulated impact point on the
screen. Rounds will be fired in the normal manner but will not be expelled from
the muzzle, they will be extracted at the base of the cannon. Each mortar will
be provided with one round of each type and caliber.
3.5 Recoil: Each mortar will be equipped with a pneumatic recoil mechanism
which induces sufficient displacement so as to require recheck and occasional
relaying of sights and levels.
4. Forward Observer: The FO will be at a position 20 feet from and
perpendicular to the viewing screen center. The FO can use standard military 7
x 50 binoculars with reticle. The FO and FDC will be provided standard military
maps (scale 1:50,000) of the operational area. The FO will use standard issue
communication equipment. Being in close proximity to the ICS operator,
communications are not necessary between them, however, a line of communication
to the FDC is recommended. A simulated compass will be projected on the screen
for use by the FO. It is graduated in Mils.
5. Fire Direction Center: The FDC will generate gun data using issued
equipment. Standard issue equipment (to be provided by the user) will be used
between the FDC, the FO, and the gun crews. Issue computers and DMD's will work
within the simulator environment.
6. MET Data: The Instructor may input MET information into the system which
will cause the FDC to access and use the proper tables for solutions.
7. Instructor's Station: The Operator will be able to set up and exercise on
the PC by mouse operation to include, but not limited to the following:
a. Call signs
b. Mortar location
c. FO location
d. MET data (wind, temperature, elevation, ATM pressure, humidity, etc.)
e. Call for fire format in a checklist format.
f. Instructor can see elevation/deflection, charge, fuse, rounds fired, and
bubbles level, on P.C. Monitor.
8. Training Analysis: The system will monitor all interaction of the FO, FDC,
and gun crews to determine the effectiveness of any given mission. Through the
analysis of manual and sensory input, the system will provide both real time
monitoring and after action review information for the instructor. The CLIFT
will accomplish all training tasks except those requiring
displacement/emplacement or connection of the base plate and cannon. The FATS
design is a one piece base plate and cannon. No hip shoot or misfire tasks will
be available except those which do not include assembling or disassembling the
base plate and cannon.
8.1 FO: All elements of the Call for Fire will be processed by the FDC. FDC
calculations will be layed on the mortar. Knowing the location of the target,
the system will determine if the FO is within selectable parameters for the
mission.
8.2 FDC:
a. Manual Computations: The system will have a manual input device which will
allow the firing data to be entered into the system. Based upon mortar location
and the Call for Fire, the system will determine if the computations are correct
including MET calculations.
b. Computer Assisted Calculations: The ballistic computer will be monitored to
determine if entries are correct.
-59-
<PAGE>
8.3 Mortars: Sensors will determine if the correct firing data has been
applied to gun and munitions. Sensors will determine if aiming is correct and
sensors will determine if cross level is achieved.
8.4 Timing: Standards for time, as determined by the customer, can be
established for partial tasks and completed mission.
8.5 Overall Interaction and Review: After all of the above data are registered
in the system and a mission is fired, a system analysis of the whole fire
mission will be conducted. The FO's commands will be checked by the system to
determine if the command was correct based upon the system knowing the actual
target location. Regardless of whether or not the FO command was correct, the
system will be able to determine of the FDC worked up a correct solution based
on the call. Finally, the system will be able to determine if the gun crew
placed the correct data on the gun and layed/fired the mission according to the
data given to them.
8.5.1 After Action Review:
a. Replay: A complete replay of the engagement will be presented on the large
screen with round impacts, hit or miss, and elapsed time. Replay will be on a
projected map with target locations and round impacts.
b. Firing Data: Tabular data will appear on the screen to indicate FO
information, FDC calculation, and final gun data, to include; deflection,
elevation, charge, fuze, aiming error, and cross level error (if any). This
data will be presented in synchronization with the replay. All
corrections/changes will be updated as they actually occurred during the
mission.
9. Deliverables:
a. 81 mm mortar kit
b. CO2 tanks and valves
c. Maps TBD by scenarios
d. Software
e. Wiring Kit
f. Update to COTS Manual
g. Update to OJT Manual
h. Update to Depot Maintenance Manual
I. Test Procedures, OCD Test for the Mortar, and Test Report
10. Government Support Requirements:
a. Government will provide reference manuals and training requirements for
mortar crews, FDC, and FO.
b. Government to provide one complete mortar of each type and sighting devices
of each type to be studied for system engineering. Government to provide one
Digital Message Device and one Ballistic Computer. Equipment will not be
modified and will be returned upon completion of system delivery.
c. Government to coordinate travel for FATS personnel to observe a Mortar shoot
at Camp Lejuene. Each service conducts mortar firing differently. FATS
personnel will observe the USMC method and assure that the ISMT provides
training to USMC standards.
-60-
<PAGE>
Delivery 16A, 14 June 1996
Ship to:
Commanding General
ATTN: Training Support Division
PSC Box 20004
Marine Corps Base
Camp Lejeune, NC 28542-0004
DODAAC M93177
POC Mr. Ed Gavre
(910)451-3281
CLIN QTY Description
0100AC 1 ISMT Base U
0101AD 1 Training Video
0102AD 4 M-16
0203AD 4 M-9
0104AB 0 Shot Gun
0105AG 1 M-249 SAW
0106AB 1 M240G
0206AB 1 M240G
0207AA 1 SMAW
0108AC 1 AT-4
0109AE 1 MK-19
0110AC 1 M-2
0111AD 1 M203
0112AC 1 MP5
0122AB 1 Toolset
0118AC 1 FO
0119AB 1 Night Vision
0120AD 1 O&M Manuals
-61-
<PAGE>
Delivery 16B, 14 June 1996
Ship to:
MCSF Company Bangor
Naval Submarine Base Bangor
Silverdale, WA 98315-5030
DODAAC M53027
POC Capt. Erik Kraft
(360) 396-7188
CLIN QTY Description
0100AC 2 ISMT Base Unit
0101AB 2 Training Video
0102AD 8 M-16
0203AB 8 M-9
0104AB 0 Shot Gun
0105AG 2 M-249 SAW
0206AB 2 M240G
0206AC 2 M240G
0107AC 2 SMAW
0108AC 2 AT-4
0109AD 2 MK-19
0210AC 2 M-2
0111AC 2 M203
0112AA 1 MP5
0112AC 1 MP5
0117AE 2 ShootBack
0218AA 2 FO
0219AA 2 Night Vision
0220AA 2 O&M Manuals
0122AB 1 Toolset
-62-
<PAGE>
Delivery 16C, 14 June 1996
Ship to:
MCSF Company Kings Bay
Naval Submarine Base Kings Bay
1062 USS Tennessee Ave
Kings Bay, GA 31547-2605
DODAAC M53800
POC Maj Steven Gaioni
(912) 673-2700
CLIN QTY Description
0100AC 2 ISMT Base U
0101AB 2 Training Video
0102AD 8 M-16
0203AB 8 M-9
0104AB 0 Shot Gun
0105AG 2 M-249 SAW
0106AC 2 M240G
0206AC 2 M240G
0107AC 2 SMAW
0108AC 2 AT-4
0109AD 1 MK-19
0109AE 1 MK-19
0210AC 2 M-2
0111AC 1 M203
0111AD 1 M203
0112AC 2 MP5
0117AE 2 SB
0122AB 1 Toolset
0218AA 2 FO
0219AA 2 NV
0220AA 2 O&M Manuals
-63-
<PAGE>
Delivery 16D, 14 June 1996
Ship to:
MCSF Company Yorktown
1808 Shuppe Drive
Naval Weapons Station
Yorktown, VA 23691-5100
DODAAC M53590
POC Sgt. Gregory Knudson
(804) 887-7284
CLIN QTY Description
0100AB 1 ISMT Base Unit
0100AC 1 ISMT Base Unit
0101AD 2 Training Viedo
0102AD 8 M-16
0203AA 8 M-9
0104AB 0 Shot Gun
0105AG 2 M-249 SAW
0206AB 2 M240G
0206AC 2 M240G
0107AB 2 SMAW
0108AC 2 AT-4
0109AC 2 MK-19
0210AC 2 M-2
0111AC 2 M203
0112AA 2 MPS
0117AE 2 Shoot Back
0218AD 2 FO
0219AB 2 Night Vision
0220AA 2 Q&M Manuals
0122AB 1 Toolset
-64-
<PAGE>
Delivery 17A, 16 July 1996
Ship to:
MCSF Company North Island
Naval Air Station North Island
San Diego, CA 92135
DODAAC M53260
POC Capt. Christopher Tavuchis
(619) 545-7246
CLIN QTY Description
0100AC 2 ISMT Base Unit
0101AD 2 Training Video
0102AD 8 M-16
0203AB 8 M-9
0104AB 0 Shot Gun
0105AG 2 M-249 SAW
0106AC 2 M240G
0206AB 2 M240G
0207AA 2 SMAW
0108AB 2 AT-4
0109AE 2 MK-19
0210AC 2 M-2
0111AD 2 M203
0112AC 0 MP5
0117AE 2 ShootBack
0118AB 2 FO
0119AA 2 Night Vision
0120AD 2 O&M Manuals
-65-
<PAGE>
Delivery 17B, 16 July 1996
Ship to:
Commanding General
ATTN: TAVSC (MSG School)
Operations Division C034
Marine Corps Combat Development Comm
2006 Hawkins Ave
Quantico, VA 22134-5043
DODAAC M93031
POC Mr. Anderson
(703) 784-4036
CLIN QTY Description
0100AC 2 ISMT Base U
0101AD 2 Training Video
0102AD 0 M-16
0203AD 0 M-9
0104AB 0 Shot Gun
0105AG 0 M-249 SAW
0106AC 0 M240G
0207AB 0 SMAW
0108AB 0 AT-4
0109AE 0 MK-19
0110AB 0 M-2
0111AD 0 M203
0112AC 0 MP5
0117AE 0 ShootBack
0118AB 0 FO
0119AA 0 Night Vision
0120AD 2 O&M Manuals
0122AB 1 Toolset
-66-
<PAGE>
Delivery 17C, 16 July 1996
Ship to:
Commanding General
ATTN: TAVSC
Operations Division C034
Marine Corps Combat Development Comm
2006 Hawkins Ave
Quantico, VA 22134-5043
DODACC M93031
POC Mr. Anderson
(703) 784-4063
CLIN QTY Description
0100AC 2 ISMT Base U
0101AD 2 Training Video
0102AD 4 M-16
0102AG 4 M-16
0203AD 8 M-9
0104AB 0 Shot Gun
0105AG 2 M-249 SAW
0106AC 2 M240G
0206AB 2 M240G
0207AB 2 SMAW
0108AC 2 AT-4
0109AE 2 MK-19
0210AC 2 M-2
0111AD 2 M203
0112AC 0 MP5
0118AC 2 FO
0119AD 2 Night Vision
0120AD 1 O&M Manuals
0220AB 1 O&M Manuals
0122AC 1 Toolset
-67-
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
17. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1
- --------------------------------------------------------------------------------
18. AMENDMENT/MODIFICATION NO.
P00041
- --------------------------------------------------------------------------------
19. EFFECTIVE DATE
See Block 16C
- --------------------------------------------------------------------------------
20. REQUISITION/PURCHASE REQ. NO.
M67854-96-C-ST005.42
- --------------------------------------------------------------------------------
21. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
22. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CTQ 2LC, MARCORSYSCOM
2033 BARNETT AVE, SUITE 315
QUANTICO VA 22134-5010
BUYER: LISA CAMPBELL 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
23. ADMINISTERED BY (If other than Item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA, GEORGIA 30060-2789
- --------------------------------------------------------------------------------
24. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (770) 813-0180
7340 MCGINNIS FERRY ROAD FAX (770) 813-0741
SUWANEE, GEORGIA 30174-2806
TIN: 57-0777-018 DUNS#: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(X) 25A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
25B. DATED (See Item 11)
---------------------------------------
X 26A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
26B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
27. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:(a)
By completing Items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
28. ACCOUNTING AND APPROPRIATION DATA (If required)
Not Applicable.
- --------------------------------------------------------------------------------
29. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
MUTUAL AGREEMENTS OF THE PARITES.
- --------------------------------------------------------------------------------
D. OTHER (Specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
30. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
The purpose of this modification is to change the contract by adding USMC
Deliveries #16 and #17. Accordingly, the above numbered contract is modified as
follows:
1. In Section F-3 FAR 52.212-1 TIME OF DELIVERY (APR 1984), USMC Deliveries
------------------------------------------
# 16A, 16B, 16C, 16D, 17A, 17B and 17C are hereby Incorporated as shown
in the attachment to this modification.
2. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
31A. NAME AND TITLE OF SIGNER (Type or print)
BOB TERRY, DIRECTOR OF PROGRAMS
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ BOB TERRY
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
5 June 1996
- --------------------------------------------------------------------------------
32A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
ELLEN SIMONOFF, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
32B. UNITED STATES OF AMERICA
---------------------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00042
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See Block 16C
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQ. NO.
M67854-96-C-ST005.41Aa and -ST005.42
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 2LC, MARCORSYSCOM
2033 BARNETT AVE, SUITE 315
QUANTICO VA 22134-5010
ATTN: LISA CAMPBELL 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA GEORGIA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (770) 813-0180
7340 MCGINNIS FERRY ROAD FAX (770) 813-0741
SUWANEE GA 30174-2806
TIN: 57-07777-018 DUNS#: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:(a)
By completing Items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
See paragraph 3 on page 3 of this modification.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
C-3 EXERCISE OF OPTIONS AND MUTUAL AGREEMENT OF THE PARTIES
- --------------------------------------------------------------------------------
D. OTHER (Specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
See Attached.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
BOB TERRY, DIRECTOR OF PROGRAMS
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Bob Terry
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
12 June 96
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
ELLEN SIMONOFF, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ Ellen Simonoff
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
13 June 1996
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
-25-
<PAGE>
M67854-94-C-2014
Modification P00042
The purpose of this modification is to change the contract by: 1) exercising
options (Attachment "A"), 2) incorporating changes and additions into Section F-
3 including revising rate of delivery and providing USMC Delivery #17D, 17E, and
18A-18I (Attachment "B"), and 3) providing funds. Accordingly, the above
numbered contract is modified as follows:
1. Pursuant to Section C-3, Exercise of Options, of the contract, options are
hereby exercised in the quantities shown in Attachment "A" to this modification.
As a result of the change in paragraph 2 below, the parties agree that the unit
prices of Option CLINs Option Year 4 CLINs are revised to the same unit prices
as the Option CLINs in Option Year 3.
2. a. In Section F-3 FAR 52.212-1 TIME OF DELIVERY (APR 1984), the required
--------------------------------------------
delivery schedule after 1 July 1996 shall be as follows for options if
exercised:
OPTION ITEM NO. UNITS PER MONTH
- --------------- ---------------
0100 18 units per month commencing after
completion of CLIN 0001
0101 18 units per month commencing after
completion of CLIN 0015
0102 72 units per month commencing after
completion of CLIN 0002
0103 72 units per month commencing after
completion of CLIN 0003
0104, 0105, 18 units per month commencing after last
0107-0111, 0113- delivery of same item in previous year
0120
0106 36 units per month commencing after
completion of CLIN 0006
0112 10 units per month commencing after
completion of CLIN 0012
0125 3 units per month commencing after
completion of CLIN 0125
0128 18 units per month commencing after
completion of CLIN 0128
0200 18 units per month commencing after
completion of CLIN 0100
0201 18 units per month commencing after
completion of CLIN 0101
0202 72 units per month commencing after
completion of CLIN 0102
0203 72 units per month commencing after
completion of CLIN 0103
0204, 0205, 18 units per month commencing after last
0207-0211, 0213- delivery of same item in previous year
0220
-26-
<PAGE>
OPTION ITEM NO. UNITS PER MONTH
- --------------- ---------------
0206 36 units per month commencing after
completion of CLIN 0106
0212 10 units per month commencing after
completion of CLIN 0112
0225 3 units per month commencing after
completion of CLIN 0125
0228 18 units per month commencing after
completion of CLIN 0128
0300 18 units per month commencing after
completion of CLIN 0200
0301 18 units per month commencing after
completion of CLIN 0201
0302 72 units per month commencing after
completion of CLIN 0202
0303 72 units per month commencing after
completion of CLIN 0203
0304, 0305, 18 units per month commencing after last
0307-0311, 0313- delivery of same item in previous year
0320
0306 36 units per month commencing after
completion of CLIN 0206
0312 10 units per month commencing after
completion of CLIN 0212
0325 3 units per month commencing after
completion of CLIN 0225
0328 18 units per month commencing after
completion of CLIN 0228
0400 18 units per month commencing after
completion of CLIN 0300
0401 18 units per month commencing after
completion of CLIN 0301
0402 72 units per month commencing after
completion of CLIN 0302
0403 72 units per month commencing after
completion of CLIN 0303
0404, 0405, 18 units per month commencing after last
0407-0411, 0413- delivery of same item in previous year
0420
0406 36 units per month commencing after
completion of CLIN 0306
0412 10 units per month commencing after
completion of CLIN 0312
0425 3 units per month commencing after
completion of CLIN 0325
0428 18 units per month commencing after
completion of CLIN 0328
b. Quantities in CLINs other than 0100, 0200, 0300, and 0400 may vary
according to the requirements of the Government and the various destinations.
If requested by the Government, the
-27-
<PAGE>
M67854-94-c-2014
Modification P00042
contractor agrees to provide less than the quantities shown above at no change
in contract price. Unless both parties agree otherwise, no quantities in excess
of those shown above will be required.
c. As a result of the change in rate of delivery, the required and
desired delivery due dates from July 1996 through December 1996 for the 240 G
-----
and M2 .50 CAL Machine Gun Simulators shall be negotiated and agreed upon by
- -------------------------------------
both parties prior to incorporation into the contract by modification.
d. CLIN 0221AP for Training at Camp Lejeune, NC, shall occur on 20-21
June 1996.
e. In Section F-3 FAR 52.212-1 TIME OF DELIVERY (APR 1984), USMC
--------------------------------------------
Deliveries Numbers 17D, 17E, and 18A through 18I are hereby incorporated into
the above numbered contract and are provided as Attachment "B" to this
modification.
3. In Section G-3 ACCOUNTING AND APPROPRIATION DATA, funds are obligated as
-------------------------------------
follows:
As a result of paragraph 1 above:
- ---------------------------------
AP 1761109 6445 031 00701 0 000027 2D 000000 644530066020
Doc.No.M9545096RC66020 (USMC) increase $30,571,755.00
4. A summary of funds obligated on contract are as follows:
==================================================================
ACRN: FUNDS PREVIOUSLY AMOUNT CURRENT
OBLIGATED ON INCREASED OBLIGATED
CONTRACT AS OF OR DECREASED () AMOUNT ON
MOD. P00040: BY THIS CONTRACT
MODIFICATION
==================================================================
AA $11,300,715.00 $0 $11,300,715.00
AB $5,352,379.02 $0 $5,352,379.02
AC $1,053,650.00 $0 $1,053,650.00
AD $7,081,812.00 $0 $7,082,529.00
AE $244,200.00 $0 $244,200.00
AF $655,281.00 $0 $655,281.00
AG $4,641,907.00 $0 $4,641,907.00
AH $578,472.26 $0 $578,472.26
AJ $994,824.00 $0 $994,824.00
AK $30,000.00 $0 $30,000.00
AL $432,517.80 $0 $432,517.80
AM $98,886.00 $0 $98,886.00
AN $1,142,479.00 $0 $1,142,479.00
-28-
<PAGE>
M67854-94-c-2014
Modification P00042
==================================================================
ACRN: FUNDS PREVIOUSLY AMOUNT CURRENT
OBLIGATED ON INCREASED OBLIGATED
CONTRACT AS OF OR DECREASED () AMOUNT ON
MOD. P00040: BY THIS CONTRACT
MODIFICATION
==================================================================
AP $2,233,829.00 $30,571,755.00 $32,805,584.00
AQ $103,575.00 $0 $103,575.00
AR $84,894.00 $0 $84,894.00
AS $54,662.00 $0 $54,662.00
AT $16,410.00 $0 $16,410.00
- ------------------------------------------------------------------
TOTAL
AMOUNT: $36,101,201.08 $30,571,755.00 $66,672,965.08
==================================================================
5. As a result of this modification, the total contract firm-fixed price is
hereby increased from $34,291,977.08 (as last revised in Modification P00040) by
$30,571,755.00 to a new total contract firm-fixed price of $64,863,732.08.
6. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
-29-
<PAGE>
M67854-94-C-2014
SECTION B - OPTION YEAR 3 Modification P00042
<TABLE>
<CAPTION>
ITEM ACRN SUPPLIES/SERVICES QTY UNIT PRICE AMOUNT
- ---- ---- ----------------- --- ----------- -------------
<S> <C> <C> <C> <C> <C>
0300 AP ISMT BASE UNIT 95 $ 40,542.00 $3,851,490.00
0302AA AP M-16A2 75 $ 2,315.00 $ 173,625.00
0303 AP M9 PISTOL 225 $ 2,839.00 $ 638,775.00
0306 AP 240G MACHINE GUN 75 $ 18,850.00 $1,413,750.00
0307 AP SMAW 75 $ 22,803.00 $1,710,225.00
0309AA AP MK-19 HEAVY MACHINE GUN 45 $ 27,679.00 $1,245,555.00
0310 AP M2 .50 CAL. MACHINE GUN 75 $ 13,007.00 $ 975,525.00
0311AA AP M-203 GRENADE LAUNCHER 28 $ 5,007.00 $ 140,196.00
0317AA AP SHOOT BACK CAPABILITY 51 $ 1,056.00 $ 53,856.00
0318AD AP FORWARD OBSERVER 61 $ 193.0000 $ 11,773.00
0319 AP NIGHT VISION 95 $ 785.00 $ 74,575.00
0320 AP OPERATIONS AND MAINTENANCE MANUALS 80 $ 110.00 $ 8,800.00
0321 ON-SITE TRAINING
0321AA AP Parris Island SC 1 $ 4,604.00 $ 4,604.00
0321AB AP San Diego CA 1 $ 6,054.00 $ 6,054.00
0321AC AP Quantico VA 1 $ 5,282.00 $ 5,282.00
0321AD AP Camp Pendleton 1 $ 5,945.00 $ 5,945.00
0321AE AP Camp Legeune, NC 1 $ 4,657.00 $ 4,657.00
0321AF AP Camp SD Butler 1 $ 9,492.00 $ 9,492.00
0321AG AP 29 Palms CA 1 $ 5,875.00 $ 5,875.00
0321AH AP Kanahoe Bay HI 1 $ 7,290.00 $ 7,290.00
0321AJ AP Cherry Point NC 1 $ 4,634.00 $ 4,634.00
0321AK AP Yuma AZ 1 $ 5,793.00 $ 5,793.00
0321AL AP El Toro CA 1 $ 6,136.00 $ 6,136.00
0321AM AP Iwakuni Japan 1 $ 9,492.00 $ 9,492.00
0321AN AP Beaufort SC 1 $ 4,604.00 $ 4,604.00
0321AP AP Jacksonville NC 1 $ 4,657.00 $ 4,657.00
0321AQ AP Norfolk VA 1 $ 5,115.00 $ 5,115.00
0321AR AP Quantico VA 1 $ 5,282.00 $ 5,282.00
0323AA AP VIDEO PRODUCTION (Fire Team Combat) 1 $ 60,672.00 $ 60,672.00
0323AD AP VIDEO PRODUCTION (Close Quarter Battle) 1 $ 61,549.00 $ 61,549.00
0323AF AP VIDEO PRODUCTION (Squad Combat) 1 $123,812.00 $ 123,812.00
0328AA AP IST ADAPTER KIT 7 $ 554.00 $ 3,878.00
0343 Extra day ON-SITE TRAINING
0343AA AP Parris Island SC 1 $ 1,363.00 $ 1,363.00
0343AB AP San Diego CA 1 $ 1,485.00 $ 1,485.00
0343AC AP Quantico VA 1 $ 1,375.00 $ 1,375.00
0343AD AP Camp Pendleton 1 $ 1,439.00 $ 1,439.00
0343AE AP Camp Legeune, NC 1 $ 1,338.00 $ 1,338.00
0343AF AP Camp SD Butler 1 $ 1,729.00 $ 1,729.00
Page 2 of 4
</TABLE>
-31-
<PAGE>
<TABLE>
<CAPTION>
ITEM ACRN SUPPLIES/SERVICES QTY UNIT PRICE AMOUNT
- ---- ---- ----------------- --- ----------- -------------
<S> <C> <C> <C> <C> <C>
0343AG AP 29 Palms CA 1 $ 1,417.00 $ 1,417.00
0343AH AP Kanehoe Bay HI 1 $ 1,637.00 $ 1.637.00
0343AJ AP Cherry Point NC 1 $ 1,338.00 $ 1,338.00
0343AK AP Yuma AZ 1 $ 1,337.00 $ 1,337.00
0343AL AP El Toro CA 1 $ 1,558.00 $ 1,558.00
0343AM AP Iwakuni Japan 1 $ 1,729.00 $ 1,729.00
0343AN AP Beaufort SC 1 $ 1,363.00 $ 1,363.00
0343AP AP Jacksonville NC 1 $ 1,338.00 $ 1,338.00
0343AQ AP Norfolk VA 1 $ 1,488.00 $ 1,488.00
0343AR AP Quantico VA 1 $ 1,375.00 $ 1,375.00
Subtotal $10,666,277.00
</TABLE>
ATTACHMENT "A", Page 2 of 3
-32-
<PAGE>
M67854-94-C-2014
SECTION B - OPTION YEAR 4 Modification P00042
<TABLE>
<CAPTION>
ITEM ACRN SUPPLIES/SERVICES QTY UNIT PRICE AMOUNT
- -------- ---- ----------------- --- ---------- -------------
<S> <C> <C> <C> <C> <C>
0400 AP ISMT BASE UNIT 22 $40,542.00 $ 891,924.00
0403 AP M9 PISTOL 225 $ 2,839.00 $ 638,775.00
0406AA AP 240G MACHINE GUN 75 $18,850.00 $1,413,750.00
0407AA AP SMAW 75 $22,803.00 $1,710,225.00
0410AA AP M2 .50 CAL. MACHINE GUN 75 $13,007.00 $ 975,525.00
0418AA AP FORWARD OBSERVER 77 $ 193.00 $ 14,861.00
0419AA AP NIGHT VISION 90 $ 785.00 $ 70,650.00
0420AA AP OPERATIONS AND MAINTENANCE MANUALS 80 $ 110.00 $ 8,800.00
0421 ON-SITE TRAINING
0421AA AP Parris Island SC 1 $ 4,604.00 $ 4,604.00
0421AB AP San Diego CA 1 $ 6,054.00 $ 6,054.00
0421AC AP Quantico VA 1 $ 5,282.00 $ 5,282.00
0421AD AP Camp Pendleton 1 $ 5,945.00 $ 5,945.00
0421AE AP Camp Legeune, NC 1 $ 4,657.00 $ 4,657.00
0421AF AP Camp SD Butler 1 $ 9,492.00 $ 9,492.00
0421AG AP 29 Palms CA 1 $ 5,875.00 $ 5,875.00
0421AH AP Kanahoe Bay HI 1 $ 7,290.00 $ 7,290.00
0421AJ AP Cherry Point NC 1 $ 4,634.00 $ 4,634.00
0421AK AP Yuma AZ 1 $ 5,793.00 $ 5,793.00
0421AL AP El Toro CA 1 $ 6,136.00 $ 6,136.00
0421AM AP Iwakuni Japan 1 $ 9,492.00 $ 9,492.00
0421AN AP Beaufort SC 1 $ 4,604.00 $ 4,604.00
0421AP AP Jacksonville NC 1 $ 4,657.00 $ 4,657.00
0421AQ AP Norfolk VA 1 $ 5,115.00 $ 5,115.00
0421AR AP Quantico VA 1 $ 5,282.00 $ 5,282.00
0433 Extra day ON-SITE TRAINING
0443AA AP Parris Island SC 1 $ 1,363.00 $ 1,363.00
0443AB AP San Diego CA 1 $ 1,485.00 $ 1,485.00
0443AC AP Quantico VA 1 $ 1,375.00 $ 1,375.00
0443AD AP Camp Pendleton 1 $ 1,439.00 $ 1,439.00
0443AE AP Camp Legeune, NC 1 $ 1,338.00 $ 1,338.00
0443AF AP Camp SD Butler 1 $ 1,729.00 $ 1,729.00
0443AG AP 29 Palms CA 1 $ 1,417.00 $ 1,417.00
0443AH AP Kanehoe Bay HI 1 $ 1,637.00 $ 1.637.00
0443AJ AP Cherry Point NC 1 $ 1,338.00 $ 1,338.00
0443AK AP Yuma AZ 1 $ 1,337.00 $ 1,337.00
0443AL AP El Toro CA 1 $ 1,558.00 $ 1,558.00
0443AM AP Iwakuni Japan 1 $ 1,729.00 $ 1,729.00
0443AN AP Beaufort SC 1 $ 1,363.00 $ 1,363.00
0443AP AP Jacksonville NC 1 $ 1,338.00 $ 1,338.00
0443AQ AP Norfolk VA 1 $ 1,488.00 $ 1,488.00
0443AR AP Quantico VA 1 $ 1,375.00 $ 1,375.00
Subtotal $5,842,731.00
</TABLE>
ATTACHMENT "A", Page 3 of 3
-33-
<PAGE>
M67854-94-C-2014
Mod. P00042
====
Delivery 17D, 16 July 1996
Ship to:
Commanding General
ATTN: Training Support Division
PSC Box 20004
Marine Corps Base
Camp Lejeune, NC 28542-0004
DODAAC: M93177
POC Mr. Ed Gavre
(910) 451-3281
CLIN QTY DESCRIPTION
- ---- --- --------------
0200AD 7 ISMT Base Unit
0201AA 7 Training Video
0202AA 28 M-16
0203AF 25 M-9
0303AA 3 M-9
0204AC 0 Shot Gun
0205AA 7 M-249 SAW
0306AA 14 M240G
0207AD 7 SMAW
0208AA 14 AT-4
0209AA 7 MK-19
0310AA 7 M-2
0111AF 7 M203
0212AB 0 MP5
0218AA 7 FO
0219AE 7 Night Vision
0320AA 7 O&M Manuals
0122AC 2 Toolset
217AA 7 Shoot Back
0228AA 2 Adapter Kit
ATTACHMENT "B"
-34-
<PAGE>
Delivery 17E, 16 July 1996
Ship to:
Commanding General
ATTN: TAVSC
Bldg 1333, Marine Corps Base
Camp Pendleton, CA 92055-5000
DODAAC: M33062
POC GySgt Hotard
(619) 725-6139
CLIN QTY Description
===========
0200AC 5 ISMT Base U
0201AA 5 Training Video
0102AG 20 M-16
0203AE 20 M-9
0204AA 0 Shot Gun
0205AA 5 M-249 SAW
0306AA 10 M240G
0207AD 5 SMAW
0208AA 5 AT-4
0109AE 5 MK-19
0210AD 5 M-2
0111AF 5 M203
0211AC 0 M203
0212AB 0 MP5
118AD 1 FO
0218AA 4 FO
0219AD 5 Night Vision
0220AD 5 O&M Manuals
0222AA 2 Toolset
0117AE 5 Shoot Back
0228AA 2 Adapter Kit
-35-
<PAGE>
Delivery 18A, 15 August 1996
Ship to:
Inspector-Instructor
Co A 1stBn 25th Mar 4th Mar Div
MCRTC Topsham Annex
Topsham ME 04086-1198
DODAAC: M14212
POC SSgt Clark
(207) 921-2337
CLIN QTY Description
===========
0100AD 1 ISMT Base U
0101AD 1 Training Video
0102AG 4 M-16
0203AD 4 M-9
0104AD 0 Shot Gun
0105AG 1 M-249 SAW
0206AC 2 M240G
0107AC 2 SMAW
0108AC 1 AT4
0108AF 1 AT-4
0111AF 1 M203
0118AC 1 FO
0119AD 1 Night Vision
0220AB 1 O&M Manuals
-36-
<PAGE>
Delivery 18B, 15 August 1996
Ship to:
Commanding Officer
B Co 1st Bn 25th Mar 4th Mar Div
25 Constitution Drive
Bedford NH 03110-6000
DODAAC: M14218
POC SSgt Goulait
(603) 472-7231
CLIN QTY Description
===========
0100AD 1 ISMT Base U
0101AD 1 Training Video
0102AG 4 M-16
0203AD 4 M-9
0104AD 0 Shot Gun
0105AG 1 M-249 SAW
0206AC 2 M240G
0107AC 2 SMAW
0108AC 0 AT4
0108AF 2 AT-4
0111AF 1 M203
0118AC 1 FO
0119AD 1 Night Vision
0220AB 1 O&M Manuals
-37-
<PAGE>
Delivery 18C, 15 August 1996
Ship to:
Commanding Officer
C Co 1st Bn 25th Mar 4th Mar Div
One Linsley Drive NMCRC
Plainville CT 06062-2918
DODAAC: M14214
POC GySgt Erickson
(203) 747-1643
CLIN QTY Description
==============
0100AD 1 ISMT Base U
0101AD 1 Training Video
0102AG 4 M-16
0203AD 4 M-9
0104AD 0 Shot Gun
0105AG 1 M-249 SAW
0206AC 2 M-2406
0107AC 2 SMAW
0108AC 0 AT4
0108AF 2 AT-4
0111AF 1 M203
0118AC 1 FO
0119AD 1 Night Vision
0220AB 1 O&M Manuals
-38-
<PAGE>
Delivery 18D, 15 August 1996
Ship to:
Commanding Officer
1 Co 3rdBn 25th Mar 4th Mar Div
3 Porter Ave NMCRC
Buffalo NY 14201-1095
DODACC: M14216
POC SSgt Johnson
(716) 885-6529
CLIN QTY Description
===========
0100AD 1 ISMT Base U
0101AD 1 Training Video
0102AG 4 M-16
0203AD 4 M-9
0104AD 0 Shot Gun
0105AG 1 M-249 SAW
0206AC 2 M240G
0107AC 2 SMAW
0108AC 0 AT4
0108AF 2 AT-4
0111AF 1 M203
0118AC 1 FO
0119AD 1 Night Vision
0220AB 1 O&M Manuals
-39-
<PAGE>
Delivery 18E, 15 August 1996
Ship to:
Commanding Officer
HQ Svc Co 8th Tank Bn 4th Mar Div
439 Paul Road MCRC
Rochester NY 14624-4790
DODAAC: M21401
POC SSgt Fitzpatrick
(716) 247-8330
CLIN QTY Description
===========
0100AC 1 ISMT Base U
0101AD 1 Training Video
0102AD 2 M-16
0102AE 4 M-16
0203AD 4 M-9
0104AC 0 Shot Gun
0105AG 1 M-249 SAW
0106AC 1 M240G
0108AC 2 AT-4
0111AD 1 M203
0118AC 1 FO
0119AD 1 Night Vision
0220AB 1 O&M Manuals
-40-
<PAGE>
Delivery 18F, 15 August 1996
Ship to:
Commanding Officer
HQ Svc Co 2nd Bn 25th Mar 4th Mar Div
605 Stewart Ave MCRTC
Garden City NY 11530-4761
DODAAC: M14221
POC SSgt Bryant
(516) 228-5671
CLIN QTY Description
===========
0100AC 1 ISMT Base U
0101AD 1 Training Video
0102AG 4 M-16
0203AD 4 M-9
0104AD 0 Shot Gun
0105AG 1 M-249 SAW
0206AC 2 M240G
0108AF 2 AT-4
0109AF 2 MK-19
0210AC 2 M-2
0111AF 1 M203
0118AC 1 FO
0119AD 1 Night Vision
0220AB 1 O&M Manuals
0122AB 1 Toolset
-41-
<PAGE>
Delivery 18G, 15 August 1996
Ship to
Commanding General
ATTN: Training Support Division
PSC Box 20004
Marine Corps Base
Camp Lejeune, NC 28542-0004
DODAAC: M93177
POC Mr. Ed Gavre
(910) 451-3281
CLIN QTY Description
===========
0200AC 5 ISMT Base Unit
0200AD 1 ISMT Base Unit
0201AA 6 Training Video
0102AG 20 M-16
0202AA 4 M-16
0202AE 20 M-9
0303AA 4 M-9
0104AD 0 Shot Gun
0105AG 5 M-249 SAW
0205AA 1 M-249 SAW
0306AA 11 M240G
0406AA 1 M240G
0207AD 6 SMAW
0208AA 6 AT-4
0109AE 5 MK-19
0209AA 1 MK19
0210AD 5 M-2
0310AA 1 M-2
0111AF 5 M203
0211AD 1 M203
0212AA 0 MP5
0118AD 5 FO
0218AA 1 FO
0219AD 5 Night Vision
0219AE 1 Night Vision
0220AD 5 O&M Manuals
0320AA 1 O&M Manuals
222AA 2 Toolset
0117AE 5 Shoot Back
0217AA 1 Shoot Back
0128AA 1 Adapter Kit
0128AC 1 Adapter Kit
-42-
<PAGE>
Delivery 18H, 15 August 1996
Ship to:
Commanding General
ATTN: TAVSC
Bldg 1333, Marine Corps Base
Camp Pendleton, CA 92055-5000
DODAAC: M33062
POC GySgt Hotard
(619) 725-6139
CLIN QTY DESCRIPTION
- ---- --- --------------
0200AD 9 ISMT Base Unit
0201AA 9 Training Video
0202AA 36 M-16
0303AA 36 M-9
0204AC 0 Shot Gun
0205AA 9 M-249 SAW
0306AC 1 M240G
0207AD 9 SMAW
0208AA 9 AT-4
0209AA 9 MK-19
0210AD 4 M-2
0310AA 5 M-2
0211AD 9 M203
0212AB 0 MP5
0218AA 9 FO
0219AE 9 Night Vision
0220AB 3 O&M Manuals
0320AA 6 O&M Manuals
0122AC 3 Toolset
0117AE 9 Shoot Back
0228AA 3 Adapter Kit
Additional desired quantities:
0306AC 17 M2406
-43-
<PAGE>
Delivery 18I 15 August 1996
Ship to:
Commanding General
Traffic Management Office
ATTN: TAVSC Bldg 651
Marine Corps Recruit Depot
Parris Island, SC 29905-9001
DODAAC: M32001
POC Sgt. Jones
(803) 525-2266
CLIN QTY Description
===========
0200AD 2 ISMT Base Unit
0201AA 2 Training Video
0102AG 8 M-16
0202AA 0 M-16
0303AD 8 M-9
0204AC 0 Shot Gun
0205AA 2 M-249 SAW
0306AA 0 M240G
0207AD 1 SMAW
0208AA 1 AT-4
0109AE 2 MK-19
0209AF 0 MK-19
0210AD 2 M-2
0111AF 2 M203
0211AA 0 M203
0211AC 0 M203
0211AE 0 M203
0212AB 0 MP5
0218AA 2 FO
0219AD 2 Night Vision
0219AE 0 Night Vision
0220AD 2 O&M Manuals
0220AE 0 O&M Manuals
Additional desired quantities
0306AA 4 M240G
-44-
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 2
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00043
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See block 16C
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 2LC, MARCORSYSCOM
2033 BARNETT AVE, SUITE 315
QUANTICO VA 22134-5010
ATTN: LISA CAMPBELL 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC (770) 813-0180
7340 MCGINNIS FERRY ROAD FAX (770) 813-0741
SUWANEE GA 30174-2806
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2014
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:(a)
By completing Items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
Not Applicable.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document and
return copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
The purpose of this modification is to correst an administrative error in
Modification P00042. Accordingly, the above numbered contract is modified as
follows:
1. In Attachment "B" to Modification P00042, USMC Delivery #18H is canceled in
its entirety and replaced with a new USMC Delivery #18H provided as an
attachment to this modification.
2. As a result of this modification, there is no chnage in contract price.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
BOB TERRY, DIRECTOR OF PROGRAMS
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Bob Terry
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
18 June 96
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
ELLEN SIMONOFF, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/S/ Ellen Simonoff
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
6-18-96
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
-23-
<PAGE>
M67854-94-C-2014
Modification P00043
USMC Delivery 18H, 15 August 1996
Ship to:
Commanding General
ATTN: TAVSC
Bldg 1333, Marine Corps Base
Camp Pendleton, CA 92055-5000
DODAAC: M33062
POC GySgt Hotard
(619) 725-6139
CLIN QTY DESCRIPTION
- ---- --- --------------
0200AD 4 ISMT Base Unit
0201AA 4 Training Video
0202AA 16 M-16
0303AA 26 M-9
0204AC 0 Shot Gun
0205AA 4 M-249 SAW
0306AC 1 M240G
0207AD 4 SMAW
0208AA 4 AT-4
0209AA 4 MK-19
0210AD 4 M-2
0211AD 4 M203
0212AB 0 MP5
0218AA 4 FO
0219AE 4 Night Vision
0220AB 3 O&M Manuals
0320AA 1 O&M Manuals
0122AC 1 Toolset
0117AE 4 Shoot Back
0228AA 1 Adapter Kit
Additional desired quantities:
0306AC 7 M240G
ATTACHMENT
-24-
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 3
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00044
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See Block 16C
- --------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQ. NO.
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY COMMANDER CODE M67854
-------------
ATTN CODE CTQ 2LC, MARCORSYSCOM
2033 BARNETT AVE SUITE 315
QUANTICO VA 22134-5010
ATTN: LISA CAMPBELL 703-784-5822 ext. 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If other than item 6) CODE S1103A
-------------
DCMAO ATLANTA
ATTN DCMDS-GAACA
805 WALKER STREET
MARIETTA GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC (770) 813-0180
7340 MCGINNIS FERRY ROAD FAX (770) 813-0741
SUWANEE GA 30174-2806
TIN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-C-2016
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:(a)
By completing Items 8 and 15, and returning copies of the amendment; (b) By
---
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
Not Applicable.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).
- --------------------------------------------------------------------------------
X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
MUTUAL AGREEMENT OF THE PARTIES
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: Contractor ( ) is not, (X) is required to sign this document and
return 2 copies to the issuing office.
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
See Attached.
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
BOB TERRY, CHIEF OPERATING OFFICER
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ Bob Terry
--------------------------
BY (Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
22 July 96
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
ELLEN SIMONOFF, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/S/ Ellen Simonoff
------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
23 Jul 96
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
-20-
<PAGE>
M67854-94-C-2014
Modification P00044
The purpose of this modification is to change the contract by:
1) incorporating changes and corrections into Section F-3, 2) scheduling
training, and 3) changing the Project Officer. Accordingly, the above numbered
contract is modified as follows:
1. In Section F-3 FAR 52.212-1 TIME OF DELIVERY (APR 1984), the following
--------------------------------------------
changes are hereby incorporated into the contract:
a) USMC Delivery Schedule changes:
USMC Delivery # Delete Qty Replace with: Qty #
- --------------- ------ --- ------------- -----
12A 0004 1 0104AB 1
2 0106AA 1 0106AB 1
4 0008AA 2 0008AB 2
18F 0100AC 1 0100AF 1
15A 0101AA 1 0101AB 1
15A 0101AA 1 0101AD 1
15A 0105AC 1 0105AD 1
13 0106AA 1 0106AB 1
17A 0108AB 2 0108AF 2
13 0111AC 3 0111AD 3
16B 0111AC 2 0111AD 2
16C 0111AC 1 0111AD 1
16D 0111AC 2 0111AF 2
17A 01118AB 2 0118AD 2
17A 0119AA 2 0119AD 2
18G 0128AA 1 0128AB 1
18G 0128AC 1 0228 1
17A 0203AB 1 0203AA 1
17A 0203AB 3 0203AD 3
17A 0203AB 1 0203AF 1
17D 0203AE 19 0203AF 19
17E 0203AE 20 0203AF 20
17A 0207AA 2 0207AB 2
17D 0217AD 7 0111AF 7
18I 0218AA 2 0218AB 2
18H 0220AB 3 0220AD 3
b. USMC Training changes: In Modification P00042, paragraph 2.d.,
the CLIN for training at Camp Lejeune, NC is corrected to read "0221AE" vice
"0221AP".
c. For any exercised CLIN for which no SubCLIN was established in
Section B, the CLIN in Section B shall take precedence over Section F. If a
SubCLIN appears in Section F where no SubCLIN was created in Section B, the
alpha characters after the CLIN shall be considered deleted as a result of this
-21-
<PAGE>
Modification 67854-94-C-2014
Modification P00044
modification. Invoices shall be submitted using the correct CLIN number
established in Section B, and if the delivery is acceptable to the Government,
the invoice shall be accepted and paid under the appropriate CLIN.
2. The following training is hereby scheduled and incorporated into Section F-3
---
FAR 52.212-1 TIME OF DELIVERY (APR 1984):
- ----------------------------------------
SLINs Location of Training Dates of Training
- ---------------- --------------------------- -----------------
0321AE, 0343AE Camp Lejeune, NC 22-24 July 1996
0321AB, 0343AB San Diego, CA 7-9 August 1996
(to be held at Camp
Pendleton)
0321AD, 0343AD Camp Pendleton 10-12 September 1996
3. a. The delivery date is hereby extended from "16 July 1996" to "ON OR
BEFORE 5 AUGUST 1996" or the following:
Delivery # CLIN Description Qty
- ---------- ---- =========== ===
17D 0306 M240G 7
17E 0306 M240G 7
b. As consideration for the extension in paragraph 3.a. above, the
parties agree to revise the delivery date for Delivery #18E, as shown in
Modification P00042, from "15 August 1996" to "ON OR BEFORE 5 AUGUST 1996."
c. The delivery location/ship address for Delivery #18E is hereby
revised to the following:
CG MARINE CORPS LOGISTICS BASE
814 RADFORD BLVD
(CODE 856-4)
ALBANY GA 31704-5000
ATTN: KENNETH O. KIBILKO
WAREHOUSE 1331, DOOR 5 BAY 2
DODAAC: M98850
MARK FOR: WAREHOUSE 1331 ON OUTSIDE PACKING LABEL
4. In Section E-3 Project Officer and Section G-2, paragraph (e), the Project
---------------
Officer is hereby changed to:
MAJOR BRADFORD COPPOCK PHONE: (703) 784-3310 EXT. 249
5. This modification results in no change in contract price.
6. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
-22-
<PAGE>
- --------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- --------------------------------------------------------------------------------
1. CONTRACT ID CODE
- --------------------------------------------------------------------------------
PAGE OF PAGES
1 14
- --------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.
P00045
- --------------------------------------------------------------------------------
3. EFFECTIVE DATE
See block 16C
- --------------------------------------------------------------------------------
4 REQUISITION/PURCHASE REQ. NO.
M67654-96-C-ST005.47
- --------------------------------------------------------------------------------
5. PROJECT NO. (If applicable)
- --------------------------------------------------------------------------------
6. ISSUED BY: COMMANDER CODE M67854
------------
?CODE CTC 2LC, MANCORBYSCOM
2033 BARNETT AVE SUITE 315
QUANTICO VA 22134-5010
BUYER: LISA CAMPBELL 703-784-5822 ext 225
- --------------------------------------------------------------------------------
7. ADMINISTERED BY (If Other Than Item 6) CODE S1103A
-------------
DCKAO ATLANTA
ATTN DCMOS-GAACA
805 WALKER STREET
MARIETTA GA 30060-2789
- --------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
FIREARMS TRAINING SYSTEMS INC. (770)813-0180
7340 MCGINNIS FERRY ROAD FAX (770)813-0741
SUWANEE GA 30174-2806
TJN: 57-0777-018 DUNS #: 12-094-4665
- --------------------------------------------------------------------------------
CODE (CAGE) 76478 FACILITY CODE (CEC)
- --------------------------------------------------------------------------------
(X) 9A. AMENDMENT OF SOLICITATION NO.
- ---
---------------------------------------
9B. DATED (See Item 11)
---------------------------------------
X 10A. MODIFICATION OF CONTRACT/ORDER
M67854-94-c-20214
---------------------------------------
10B. DATED (See Item 13)
4 AUGUST 1994
- --------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- --------------------------------------------------------------------------------
( ) The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers
( ) is extended, ( ) is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:(a)
By completing Items 8 and 15, and returning ___ copies of the amendment; (b) By
acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter or telegram which includes a reference to the
solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this
amendment you desire to change an offer already submitted, such change may be
made by telegram or letter, provided each telegram or letter makes reference to
the solicitation and this amendment, and is received prior to the opening hour
and date specified.
- --------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
See paragraph 4 on page 2 of this modification.
- --------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT\ORDER NO. AS DESCRIBED IN ITEM 14.
- --------------------------------------------------------------------------------
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
CHANGES SET FORTH IN ITEM 74 ARE MADE IN THE CONTRACT/ORDER NO. IN
ITEM 10A.
- --------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43,103(b).
- --------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
MUTUAL AGREEMENT OF THE PARTIES
- --------------------------------------------------------------------------------
D. OTHER (specify type of modification and authority)
- --------------------------------------------------------------------------------
E. IMPORTANT: ( ) is not, (X) is required to sign this document and
return 2 copies to the issuing office.
Contractor
- --------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including solicitation/contract subject matter where feasible.)
See Attached
Except as provided herein, all terms and conditions of the document referenced
in item 9A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
- --------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)
BOB TERRY, CHIEF OPERATING OFFICER
- --------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR
/s/ /Bob Terry
----------------------------------------
(Signature of person authorized to sign)
- --------------------------------------------------------------------------------
15C. DATE SIGNED
2 Aug 1996
- --------------------------------------------------------------------------------
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
ELLEN SIMONOFF, UNITED STATES MARINE CORPS
- --------------------------------------------------------------------------------
16B. UNITED STATES OF AMERICA
/s/ Ellen Simonoff
----------------------------------
BY (Signature of Contracting Officer)
- --------------------------------------------------------------------------------
16C. DATE SIGNED
5 Aug 96
- --------------------------------------------------------------------------------
NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. 10-83)
PREVIOUS EDITION UNUSABLE Prescribed by GSA
-4-
<PAGE>
M67854-94-C-2014
Modification P00045
The purpose of this modification is to change the contract by: 1) reducing the
quantity ordered under CLIN 0225, 2) revising ACRNs in Section B, 3)
incorporating USMC Delivery #19 (Attachment "A") and replacing #18E (Attachment
"B") into Section F-3, 4) revising the location and prices of SLINs 0321AC and
0343AC, 5) providing the training dates for SLINs 0321AC and 0343AC, and 6)
reducing and re-adjusting funds. Accordingly, the above numbered contract is
modified as follows:
1. In Modification P00042, Attachment "A", the exercise of CLIN 0225AA is
reduced from a quantity of 22 by 10 to a new quantity of 12. As a result, the
amount of CLIN 0225AA is decreased from $1,555,466.00 by $707,030.00 to a new
amount of $848,436.00. The parties agree to a no cost cancellation of said
exercised options and a total of 68 options under CLIN 0225 are still available
for exercise until 30 September 1996.
For clarity in Section B, DELETE THE FOLLOWING:
---------------------
ITEM ACRN SUPPLIES/SERVICES QTY UNIT PRICE AMOUNT
- ---- ---- ----------------- --- ---------- ------
0225AA AP 1ST BASE UNIT 10 ($70,703.00)($707,030.00)
2. In Modification P00042, as shown in attachment "A" to said modification,
exercised CLINs 0225AA (see paragraph 1 above), 0403AA, 0406AA, and 0410AA shall
be billed against ACRN "AU" vice ACRN "AP", and shall be revised in Section B to
read as follows:
NOTE: THESE ARE NOT NEW CLINS; CHANGE TO ACRN ONLY:
- ----------------------------------------------------
ITEM ACRN SUPPLIES/SERVICES QTY UNIT PRICE AMOUNT
- ---- ---- ----------------- --- ---------- ------
0225AA AU 1ST BASE UNIT 12 $70,703.00 $ 848,436.00
0403AA AU M9 PISTOL 225 $ 2,839.00 $ 638,775.00
0406AA AU 240G MACHINE GUN 75 $18,850.00 $1,413,750.00
0410AA AU M2.50 CAL MACHINE GUN 75 $13,007.00 $ 975,525.00
3. In Section F-3 FAR 52.212-1 TIME OF DELIVERY (APR 1984), the following
--------------------------------------------
delivery schedules are provided as attachments:
Attachment "A" USMC Deliveries #19A through 19J
Attachment "B" USMC Deliveries #18E (replaces 18E provided
in Mod. P00042)
4. In Section B, SLINs 0321AC and 0343AC are hereby revised from Quantico, VA
to Albany, GA, and as a result, the prices are revised for a total decrease of
($3,662.00) as follows:
-5-
<PAGE>
M67854-94-C-2014
Modification P00045
(con't)
PREVIOUS NEW
ITEM ACRN SUPPLIES/SERVICES QTY UNIT PRICE PRICE
- ---- ---- ----------------- --- ---------- -----
0321AC AP On-site Training 1 $5,282.00 $2,419.00
(2 days)
Albany, GA
0343AC AP Extra day of training 1 $1,375.00 $ 576.00
Albany, GA
-6-
<PAGE>
M67854-94-C-2014
Modification P00045
5. In Section F-3 FAR 52.212-1 TIME OF DELIVERY (APR 1984), SLINs 0321AC and
--------------------------------------------
0343AC are hereby scheduled for training to occur in Albany, GA on 6-8 August
1996.
6. As a result of paragraphs 1, 2, and 4 above, funds are realigned in Section
G-3 ACCOUNTING AND APPROPRIATION DATA, as follows:
- -------------------------------------
AP 1761109 6445 031 00701 0 000027 2D 000000 644530066020
Doc. No. M9545096RC66020 (USMC) decrease ($4,579,854.00)
AU 1761109 6445 031 00701 0 00027 2D 000000 644530066021
Doc. No. M9545096RC66021 (USMC) increase $3,876,486.00
7. A summary of funds obligated on contract are as follows:
<TABLE>
<CAPTION>
===============================================================================
ACRN: Funds previously Amount increased or Current
obligated on contract as decreased ( ) by this obligated
of Mod. P00042 Modification amount on
contract:
===============================================================================
<S> <C> <C> <C>
AA $11,300,715.00 $0 $11,300,715.00
AB $5,352,379.02 $0 $ 5,352,379.02
AC $1,053,650.00 $0 $ 1,053,650.00
AD $7,081,812.00 $0 $ 7,082,529.00
AE $244,200.00 $0 $ 244,200.00
AF $655,281.00 $0 $ 655,281.00
AG $4,641,907.00 $0 $ 4,641,907.00
AH $578,472.26 $0 $ 578,472.26
AJ $994,824.00 $0 $ 994,824.00
AK $30,000.00 $0 $ 30,000.00
AL $432,517.80 $0 $ 432,517.80
AM $98,886.00 $0 $ 98,886.00
AN $1,142,479.00 $0 $ 1,142,479.00
AP $32,805,584.00 ($707,030.00) para 1 $28,218,406.00
($3,876,486.00) para 2
($3,662.00) para 4
AQ $102,575.00 $0 $103,575.00
AR $84,894.00 $0 $84,894.00
AS $54,662.00 $0 $54,662.00
AT $16,410.00 $0 $16,410.00
AU $0 $3,876,486.00 $ 3,876,486.00
TOTAL AMOUNT: $66,672,965.08 ($710,692.00) $65,962,273.08
======================================================================================
</TABLE>
-7-
<PAGE>
M67854-94-C-2014
Modification P00045
8. As a result of this modification, the total contract firm-fixed price is
hereby decreased from $64,863,732.08 (as last revised in Modification P00042) by
($710,692.00) to a new total contract firm-fixed price of $64,153,040.08.
9. ALL OTHER TERMS AND CONDITIONS OF CONTRACT M67854-94-C-2014 SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT.
-8-
<PAGE>
Delivery 19A, 16 September 1996
Ship to:
Commanding Officer
Weapons Co 3/25
1600 Lafeyette Avenue
Moundsville, WV 26041-2347
DODAAC: M53260
POC: GySgt Holpp
PHN: (304) 845-2790/2662
CLIN QTY DESCRIPTION
0200AD 1 ISMT Base Unit
IST
0201AA 1 Training Video
0102AG 4 M-16A2
0203AD 3 M-9
0203AF 1 M-9
0 Shotgun
0105AG 1 M-249 SAW
0106AA 1 M240G
0206AA 1 M240G
0107AC 1 SMAW
0208AC 1 AT-4
0109AE 1 MK-19
0210AD 1 M-2
0211AD 1 M203
0 MP-5
0218AD 1 FO
0219AE 1 Night Vision
0320 1 O&M Manual
0 Toolset
0 Shoot Back
0 Adapter Kit
0 CLIFT 81MM
0 CLIFT 60MM
0221BE 2 DAYS On-site training during month of October 1996
ATTACHMENT "A"
-9-
<PAGE>
Delivery 19B, 16 September 1996
Ship to:
Commanding Officer
K Co. 3/25
800 Dan Street
Akron, OH 44310-3986
DODAAC: M14234
POC: 1stSgt Criswell
PHN: (330) 376-9722/1966
CLIN QTY DESCRIPTION
0200AD 1 ISMT Base Unit
IST
0201AC 1 Training Video
0102AG 4 M-16A2
0203AF 2 M-9
0303 2 M-9
0 Shotgun
0105AG 1 M-249 SAW
0206AA 2 M240G
0107AC 1 SMAW
0208AC 1 AT-4
0109AE 1 MK-19
0210AD 1 M-2
0211AD 1 M203
0 MP-5
0218AD 1 FO
0219AC 1 Night Vision
0320 1 O&M Manual
0 Toolset
0 Shoot Back
0 Adapter Kit
0 CLIFT 81MM
0 CLIFT 60MM
0221BK 2 DAYS On-site Training during month of October 1996
-10-
<PAGE>
Delivery 19C, 16 September 1996
Ship to:
Commanding Officer
L Co. 3/25
85 N Yearling Road
Columbus, OH 43213-1398
DODAAC: M14236
POC: GySgt Blosser
PHN: (614) 235-8664/8665
CLIN QTY DESCRIPTION
0200AD 1 ISMT Base Unit
IST
0201AC 1 Training Video
0102AG 4 M-16A2
0303 4 M-9
0 Shotgun
0105AG 1 M-249 SAW
0206AB 2 M240G
0107AC 1 SMAW
0208AC 1 AT-4
0109AE 1 MK-19
0210AD 1 M-2
0211AD 1 M203
0 MP-5
0218AD 1 FO
0219AE 1 Night Vision
0320 1 O&M Manual
0 Toolset
0 Shoot Back
0 Adapter Kit
0 CLIFT 81MM
0 CLIFT 60MM
0221BK 2 DAYS On-site Training during month of October 1996
-11-
<PAGE>
Delivery 19D, 16 September 1996
Ship to:
Commanding Officer
HQ BTRY 3/14
2838-98 Woodhaven Blvd
Philadelphia, PA 19154-1699
DODAAC: M14330
POC: SSgt Canty
PHN: (215) 934-6555
CLIN: QTY DESCRIPTION
0200AD 1 ISMT Base Unit
IST
0201AC 1 Training Video
0102AG 4 M-16A2
0303 4 M-9
0 Shotgun
0105AG 1 M-249 SAW
0206AB 1 M-2406 SAW
0107AC 1 SMAW
0208AF 1 AT-4
0109AE 1 MK-19
0210AD 1 M-2
0211AD 1 M203
0 MP-5
0218AD 1 FO
0219AE 1 Night Vision
0320 1 O&M Manual
0 Toolset
0 Shoot Back
0 Adapter Kit
0 CLIFT 81MM
0 CLIFT 60MM
0221BE 2 DAYS On-site training during month of October 1996
-12-
<PAGE>
Delivery 19E, 16 September 1996
Ship to:
Commanding Officer
HQ 4TH CEB
7000 Hamlet & Chelsea Ave.
Baltimore, MD 21234-7499
DODACC: M14400
POC: Sgt. Jackson
PHN: (410) 444-6200
CLIN QTY Description
0200AD 1 ISMT Base Unit
IST
0201AC 1 Training Video
0102AG 4 M-16A2
0303 4 M-9
0 Shotgun
0105AG 1 M-249 SAW
0206AB 2 M240G
0107AC 1 SMAW
0108AF 1 AT-4
0109AE 1 MK-19
0210AD 1 M-2
0211AD 1 M203
0 MP-5
0218AD 1 FO
0219AE 1 Night Vision
0320 1 O&M Manual
0 Toolset
0 Shoot Back
0 Adapter Kit
0 CLIFT 81MM
0 CLIFT 60MM
0221BF 2 DAYS On-site Training during month of October 1996.
-13-
<PAGE>
Delivery 19F, 16 September 1996
Ship to:
Commanding General
G-3T (ATTN: LtCol Knobel)
Marine Corps Recruit Depot
Eastern Recruiting Region
Parris Island, SC 29905-8001
DODAAC: M32001
POC: LtCol Knobel
PHN: (803) 525-2458
CLIN QTY DESCRIPTION
0200AD 1 ISMT Base Unit
IST
0201AC 1 Training Video
0102AG 4 M-16A2
0303 4 M-9
0 Shotgun
0105AG 1 M-249 SAW
M240G
0107AC 1 SMAW
0108AF 1 AT-4
0109AE 1 MK-19
0210AD 1 M-2
0211AD 1 M203
0 MP-5
0218AD 1 FO
0219AE 1 Night Vision
0320 1 O&M Manual
0122AC 1 Toolset
0 Shoot Back
0 Adapter Kit
0 CLIFT 81MM
0 CLIFT 60MM
0321AA 1 On-site Training during month of October 1996
0343AA 1 Extra day On-site Training during month of
October 1996
-14-
<PAGE>
Delivery 19G, 16 September 1996
Ship to:
Commanding General
Marine Barracks
8TH and I Streets
Washington, DC 20390-5000
DODAAC: M54900
POC: Sgt Mulholland
PHN: (202) 433-4492
CLIN QTY DESCRIPTION
0100AF 1 ISMT Base Unit
IST
0201AF 1 Training Video
0102AG 4 M-16A2
0303 4 M-9
0 Shotgun
0105AG 1 M-249 SAW
M240G
0207AB 1 SMAW
0108AF 1 AT-4
0209 1 MK-19
0210AD 1 M-2
0211AD 1 M203
0 MP-5
0218AD 1 FO
0219AE 1 Night Vision
0320 1 O&M Manual
0 Toolset
0 Shoot Back
0 Adapter Kit
0 CLIFT 81MM
0 CLIFT 60MM
0 On-site Training during month of October 1996
0 Extra day On-site Training during month of
October 1996
-15-
<PAGE>
Delivery 19H, 16 September 1996
Ship to:
Commanding Officer
S-30PS (Attn: Capt. Oster)
HQBN HQMC
Henderson Hall
Arlington, VA 22214-5000
DODAAC: M54005
POC: Capt Oster
PHN: (703) 614-3639
CLIN QTY DESCRIPTION
0100AF 1 ISMT Base Unit
IST
0201AA 1 Training Video
0102AG 4 M-16A2
0303 4 M-9
0 Shotgun
0105AG 1 M-249 SAW
M240G
0207AB 1 SMAW
0108AF 1 AT-4
0209 1 MK-19
0210AD 1 M-2
0211AD 1 M203
0 MP-5
0218AD 1 FO
0219AE 1 Night Vision
0320 1 O&M Manual
0 Toolset
0 Shoot Back
0 Adapter Kit
0 CLIFT 81MM
0 CLIFT 60MM
0 On-site Training during month of October 1996
0 Extra day On-site Training during month of
October 1996
-16-
<PAGE>
Delivery 19I, 16 September 1996
Ship to:
Traffic Management Office
M/F Training Support Division
PSC Box 20004
Marine Corps Base
Camp Lejeune, NC 28542-0004
DODAAC: M93177
POC: Mr. Ed Gavre
PHN: (910) 451-3218/2371
CLIN QTY DESCRIPTION
0100AF 1 ISMT Base Unit
0200AA 3 ISMT Base Unit
0200AD 3 ISMT Base Unit
0200AC 2 ISMT Base Unit
IST
0201AA 1 Training Video
0201AA 8 Training Video
0102AG 7 M-16A2
0102AG 29 M-16A2
0303 36 M-9
0 Shotgun
0105AG 4 M-249 SAW
0105AE 3 M-249 SAW
0105AG 2 M-249 SAW
M24OG
M240G
0207AB 3 SMAW
0307 6 SMAW
0108AF 8 AT-4
0208AC 1 AT-4
0209 9 MK-19
0210AD 9 M-2
0211AD 9 M203
0 MP-5
0218AD 9 FO
0319 9 Night Vision
0320 9 O&M Manual
0122AC 1 Toolset
0122AD 1 Toolset
0122AE 1 Toolset
0 Shoot Back
0 Adapter Kit
0 CLIFT 81MM
0 CLIFT 60MM
0321AE 1 On-site Training during month of October 1996
0343AE 1 Extra day On-site Training during month of
October 1996
-17-
<PAGE>
Delivery 19J, 16 September 1996
Ship to:
Commanding General
4th Marine Division
FMF, USMC
4400 Dauphine Street
New Orleans, LA 70146-5400
DODAAC: M26381
POC: Maj. Elwing
PHN: (504) 678-1235
CLIN QTY DESCRIPTION
0200AC 1 ISMT Base Unit
IST
0201AA 1 Training Video
0102AG 4 M-16A2
0303 4 M-9
0 Shotgun
0105AD 1 M-249 SAW
M-240G
0307 1 SMAW
0208AC 1 AT-4
0209 1 MK-19
0210AD 1 M-2
0211AD 1 M203
0 MP-5
0218AD 1 FO
0219AE 1 Night Vision
0320 1 O&M Manual
0 Toolset
0 Shoot Back
0 Adapter Kit
0 CLIFT 81MM
0 CLIFT 60MM
0221BD 2 DAYS On-Site Training during month of October 1996
-18-
<PAGE>
Delivery 18E, 5 August 1996
Ship to:
CG Marine Corps Logistics Bases
814 Radford Blvd
(Code 856-4)
Albany, GA 31704-8000
DODAAC: M98850
POC Kenneth O. Kibilko
(912) 439-5494
CLIN QTY DESCRIPTION
0100AC 1 ISMT Base Unit
0101AD 1 Training Video
0102AD 2 M-16
0102AE 2 M-16
0203AD 4 M-9
0104AC 0 Shot Gun
0105AG 1 M-249 SAW
0106AC 2 M240G
0108AC 1 AT-4
0111AD 1 M203
0118AC 1 FO
0119AD 1 Night Vision
0220AB 1 O&M Manuals
0209 1 MK-19
0210AD 1 M-2
0307 1 SMAW
0 Tool Set
0 Shoot Back
0 Adapter Kit
0 CLIFT 81MM
0 CLIFT 60MM
ATTACHMENT "B"
-19-
<PAGE>
EXHIBIT 10.12
FIREARMS TRAINING SYSTEMS, INC.
MANAGEMENT SHARES AGREEMENT
MANAGEMENT SHARES AGREEMENT dated as of September 18, 1996 (the
"AGREEMENT"), among those individuals set forth on Exhibit A hereto ("MANAGEMENT
--------- ----------
HOLDERS"), Firearms Training Systems, Inc., a Delaware corporation (the
- -------
"COMPANY"), Centre Partners Management LLC ("CENTRE MANAGEMENT") and Centre
------- -----------------
Capital Investors II, L.P., a Delaware limited partnership, Centre Partners
Coinvestment, L.P., a Delaware limited partnership, Centre Capital Offshore
Investors II, L.P., a Bermuda limited partnership, and Centre Capital Tax-exempt
Investors II, L.P., a Delaware limited partnership (such limited partnerships,
collectively, the "CENTRE ENTITIES"). From time to time, additional individuals
---------------
who are directors, officers or employees of the Company may become a party as a
Management Holder to this Agreement with the consent of the Company and the
Centre Entities by execution of a counterpart hereof.
PRELIMINARY STATEMENTS
The Company has offered to sell Management Holders shares of its Common
Stock par value $.00001 per share (the "COMMON STOCK"), to grant certain options
------------
to Management Holders to acquire Common Stock and may make certain grants of
Common Stock to Management Holders from time to time, all subject to the terms
and conditions of this Agreement. Acquisition of such options and Common Stock
will be subject to certain restrictions under a Credit Agreement dated as of
July 31, 1996 among the Company, the Lenders named therein and NationsBank, N.A.
(South) ("NATIONSBANK") as Agent (such agreement as amended, supplemented or
-----------
replaced from time to time, the "CREDIT AGREEMENT").
----------------
The Centre Entities and the Management Holders have agreed to grant certain
rights and assume certain obligations as set forth herein with respect to all
Common Stock acquired by Management Holders.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set
forth, the parties hereto agree as follows:
1. DEFINITIONS. In this Agreement, the following terms have the meanings
-----------
specified or referred to in this Section 1 and shall be equally applicable to
both the singular and plural forms.
"AFFILIATE" means, with respect to any Person, (i) any Person that directly
---------
or indirectly controls, is controlled by or is under common control with, such
Person or (ii) any director, officer or partner of such Person or of any Person
specified in clause (i).
"AGREEMENT" has the meaning set forth on the first paragraph.
---------
"BUY-BACK SECURITIES" means (i) all shares of Common Stock held from time
-------------------
to time by a Management Holder and (ii) all shares issuable to such Holder upon
exercise of options to purchase Common Stock which are at the time of
determination presently exercisable and subject to no contingency.
<PAGE>
"BUYER PLEDGE" has the meaning set forth in Section 4.
------------
"BUYER REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
-----------------------------------
Agreement dated as of July 31, 1996 between the Company and the Centre Entities,
as amended, supplemented or otherwise modified from time to time.
"CENTRE ENTITIES" has the meaning set forth in the first paragraph of this
---------------
Agreement.
"CENTRE INVESTORS" has the meaning set forth in the definition of Permitted
----------------
Investors.
"CO-INVESTMENT AGREEMENT" means the Co-Investment Agreement to be entered
-----------------------
into among the Centre Entities, Centre Management and certain co-investors named
therein related to the rights and restrictions of the parties thereto with
respect to the shares of Common Stock being acquired by such co-investors, as
amended, supplemented or otherwise modified from time to time.
"CO-INVESTOR" means the co-investor parties to the Co-Investment Agreement.
-----------
"COMMON STOCK" has the meaning specified in the Preliminary Statements.
------------
"COMPANY" has the meaning specified in the first paragraph of this
-------
Agreement.
"CREDIT AGREEMENT" has the meaning set forth in the first paragraph of this
----------------
Agreement.
"FAIR MARKET VALUE" of any Securities means:
-----------------
(i) if such Securities are publicly traded, the Fair Market Value of any
share of Common Stock as of any date shall mean (w) if shares of Common Stock
are traded on a national securities exchange, the average of the reported
closing prices for the ten preceding trading dates on the exchange where such
shares are primarily traded, (x) if such shares are traded in the National
Association of Securities Dealer Automated Quotation System ("NASDAQ") National
------
Market System ("NMS") the average of the reported closing prices as quoted for
---
the ten preceding trading dates by the NASDAQ NMS, (y) if such shares are traded
on the over-the-counter market, the average of the reported closing bid and
asked quotations as quoted by the NASDAQ; or
(ii) if such Securities are not publicly traded, the value of such
Securities determined as follows:
(a) Upon any determination by the Company to elect to purchase any Buy
2
<PAGE>
Back Securities or to assign any rights it may have to a Centre Investor, or in
the event Section 10 shall be applicable, the Company shall notify in writing
the Management Holder of such Securities of its valuation of such Securities
based upon a determination of the Company's Board of Directors (the "COMPANY
-------
VALUATION"). If the Management Holder (or the Centre Entities in the case of
- ---------
Section 10) does not contest the Company Valuation by notification in writing to
the Company within ten days following receipt thereof, then "Fair Market Value"
shall mean the Company Valuation.
(b) If the Management Holder (or the Centre Entities in the case of Section
10) contests the Company Valuation, within 15 days following receipt by the
Company of notice of such contest, the Company shall select an appraisal or
accounting firm (which shall be reasonably satisfactory to the Management
Holder) to determine the value of the Buy Back Securities based upon a written
valuation by such firm of the Company and its subsidiaries as a going concern
(the "APPRAISED VALUATION"). The Appraised Valuation shall be binding and
-------------------
conclusive on all parties including the Centre Entities. The costs of such
appraisal shall be borne equally by the Company and the Management Holder. The
Company shall promptly deliver the written Appraised Valuation upon receipt to
the Management Holder and any Centre Investor to which its rights have been
assigned or in case Section 10 shall apply.
(iii) To the extent Buy Back Securities consist of options to purchase
Common Stock, the market value of such options shall be the market value as
determined for the underlying Common Stock had such options been exercised to
the fullest extent then exercisable, less the exercise price thereof.
"INITIAL PUBLIC OFFERING" means consummation of a public offering pursuant
-----------------------
to an effective registration statement under the Securities Act covering the
offering and sale of Common Stock by the Company to the public and underwritten
by an investment banking firm of nationally recognized standing.
"JUST CAUSE" means the Management Holder's willful and continued failure to
----------
substantially perform the Management Holder's duties with the Company (other
than a failure resulting from the Management Holder's Disability as defined in
the Company's Stock Option Plan), or the direct or indirect engaging in any
activity which is contrary, inimical or harmful to the interests of the Company
or any subsidiary, monetarily or otherwise, as determined by a majority of the
members of the Board, including (a) conduct that, in the reasonable judgment of
the Company, fails to conform with any material standard of conduct applicable
to the Company's executives, including gross violations of material Company
policies, (b) any act of dishonesty, (c) commission of a felony, (d) a
significant violation of any statutory or common
3
<PAGE>
law duty of loyalty to the Company, or (e) the disclosure or misuse of any
confidential or competitively sensitive information or trade secrets of the
Company or a subsidiary or affiliate.
"MANAGEMENT HOLDER(S)" has the meaning set forth in the first paragraph of
--------------------
this Agreement.
"NATIONSBANK" means NationsBank, N.A. (South).
-----------
"PERMITTED TRANSFEREE" means (a) the Company, (b) any Management Holder,
--------------------
(c) the guardian, conservator or estate of any Management Holder, (c) any trust,
all of the beneficiaries of which are a Management Holder or members of his
immediate family, or (d) the Centre Entities and any Affiliates of the Centre
Entities and any Co-Investor (the "CENTRE INVESTORS").
----------------
"PERSON" means any individual, corporation, partnership, joint venture,
------
limited liability company, association, joint-stock company, trust,
unincorporated organization or gov ernmental body.
"TRANSFER" means any sale, assignment, transfer, gift, pledge,
--------
hypothecation or other disposition .
"SECURITIES" means the Common Stock and any options to acquire the Common
----------
Stock.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
--------------
"STOCKHOLDERS AGREEMENT" means the Firearms Training Systems, Inc.
----------------------
Stockholders Agreement dated as of July 31, 1996 between the Company, THIN
International, N.V. (formerly Firearms Training Systems International, N.V.),
and the Centre Entities.
2. INTERPRETATION. As used in this Agreement, the word "including" means
--------------
without limitation, the word "or" is not exclusive and the words "herein",
"hereof", "hereby", "hereto" and "hereunder" refer to this Agreement as a whole.
Unless the context otherwise requires, references herein: (i) to Sections and
Exhibits mean the Sections of and the Exhibits attached to this Agreement; (ii)
to an agreement, instrument or other document means such agreement, instrument
or other document as amended, supplemented and modified from time to time to the
extent permitted by the provisions thereof and by this Agreement; and (iii) to a
statute means such statute as amended from time to time and includes any
successor legislation thereto. Titles to Sections are inserted for convenience
of reference only and shall not be deemed a part of or to affect the meaning or
interpretation of this Agreement. All references to the masculine shall include
the feminine.
4
<PAGE>
3. SECURITIES LAWS AND RELATED REPRESENTATIONS AND RESTRICTIONS.
------------------------------------------------------------
(a) In connection with his acquisition of Securities, each Management
Holder hereby represents that such Securities are being acquired by such
Management Holder for his own account for investment purposes, and with no
present intention of selling or otherwise distributing the Securities within the
meaning of the Securities Act. Such Management Holder is an "accredited
investor," as such term is defined in Regulation D promulgated under the
Securities Act and/or has sufficient knowledge and experience in financial and
business matters to enable him to evaluate the merits and risks of investment in
the Common Stock and options, including the risks of owning shares in a closely-
held corporation. Each Management Holder acknowledges that the Securities being
acquired have not been registered under the Securities Act or any state
securities laws, and are offered and sold pursuant to exemptions therefrom; and
will contain a prominent legend with respect to such restrictions. Each
Management Holder has been supplied with, or had access to, information to which
a reasonably prudent investor would attach significance in making investment
decisions sufficient to enable him to make his decision to purchase the
Securities.
(b) In connection with any offering of any securities covered by a
registration statement filed by the Company, whether or not a Management
Holder's Securities are included therein, each Management Holder, if so
requested by the managing underwriter or other agent in connection with such
registration shall not effect any public sale or distribution of shares of
Common Stock or any securities convertible into or exchangeable or exercisable
for shares of Common Stock, including a sale pursuant to Rule 144 under the
Securities Act (except as part of such underwritten or agented registration),
during the 15-day period prior to, and during the 180-day period beginning on,
the date such registration statement is declared effective under the Securities
Act by the Securities Exchange Commission, provided, that such Management Holder
--------
is timely notified of such effective date in writing by the Company or such
underwriter or agent.
(c) After an Initial Public Offering, such Management Holder understands
that the Company with the approval of its Board of Directors may adopt
reasonable guidelines for the disposition of Common Stock by members of
management and agrees to observe such restrictions.
4. CREDIT AGREEMENT RESTRICTIONS. All Securities acquired by a
-----------------------------
Management Holder shall be subject to the terms of the Credit Agreement (and any
further agreements entered into in connection with the incurrence of
indebtedness by the Company) which may require, among other things, that such
Securities be pledged ( a "BUYER PLEDGE") in support of the Obligations (as
------------
defined in the Credit Agreement), that the Management Holder subordinate amounts
owed to him by the Company, if any, to the Obligations, and/or that the Centre
Entities be granted sole voting and investment power with regard to shares of
Common Stock acquired by the Management Holder. The Management Holder agrees to
execute from time to time such pledge agreements, subordination agreements,
irrevocable powers of appointment to the Centre Entities
5
<PAGE>
or other instruments and to cause to be delivered such certificates, opinions or
supporting documentation as the Agent may require in such connection.
5. GENERAL RESTRICTIONS ON TRANSFER. As long as this Agreement shall
--------------------------------
remain in force, none of the Securities may be Transferred unless:
(1) prior to an Initial Public Offering, the Person in whose favor such
Transfer is made (other than the Company or the Centre Investors) (a) is a
Permitted Transferee or is being Transferred Securities pursuant to Sections
7(c), 8 or 9 hereof and (b) delivers to the Company a written acknowledgment
that the Securities to be Transferred are subject to this Agreement, and that
such Person and such Person's successors in interest are bound hereby and
thereby; or
(2) after an Initial Public Offering, such Transfer is made (a) pursuant
to an effective registration under the Securities Act, or an exemption from the
registration requirements thereof, and (b) in accordance with applicable state
securities laws and the other terms of this Agreement; or
(3) pursuant to any exercise by the Agent of its rights and remedies
pursuant to the Buyer Pledge; and
(4) prior to any such Transfer described in clauses (1) or (2), the
Management Holder proposing to make such Transfer shall give the Company and
Centre Management on behalf of the Centre Entities (a) notice describing the
manner and circumstances of the proposed Transfer and (b) if reasonably
requested by the Company, a written opinion in form and substance reasonably
satisfactory to the Company of legal counsel reasonably satisfactory to the
Company to the effect that the proposed Transfer may be effected without
registration under the Securities Act or any applicable state law.
Any attempted Transfer other than in accordance with this Agreement shall be
void, and the Company shall refuse to recognize such Transfer and shall not
reflect on its records any change in record ownership of the Securities pursuant
to such Transfer.
6. REPURCHASE OF SHARES BY THE COMPANY.
-----------------------------------
(a) Repurchase by Company of Buy-Back Securities: Prior to the Initial
--------------------------------------------
Public Offering, the Company shall have the option (the "BUY BACK OPTION"), but
---------------
shall not be required, to purchase all but not less than all the Buy-Back
Securities of such Management Holder at the Fair Market Value thereof (the "BUY
---
BACK PRICE"): (1) if the employment of a Management Holder is terminated for any
- ----------
reason whether due to death, disability, retirement, resignation or removal;
(2) the Management Holder files a bankruptcy petition or is adjudicated
bankrupt; (3) any of the Buy-Back Securities are Transferred or encumbered in
any other way except as permitted by this Agreement available. Notwithstanding
this Section 6, if the Management Holder shall exercise any
6
<PAGE>
Put Option pursuant to Section 10, such Section shall take precedence over
exercise of the Company's Buy Back Option.
(b) Buy-Back Procedures: Within 30 days of the date on which the Company
-------------------
first determines that an event entitling the Company to purchase the Buy Back
Securities pursuant to the Buy Back Option has occurred (the "FIRST PERIOD"), if
------------
it wishes to exercise or assign the Buy Back Option, the Company shall deliver
to such Management Holder written notice of the Company Valuation and a notice
of intention to exercise (a "BUY BACK NOTICE") or to assign as provided below
---------------
(the "ASSIGNMENT NOTICE") such option. If the Management Holder or the Centre
-----------------
Entities contest the Company Valuation in a timely manner, the Company shall
promptly deliver the Appraised Valuation to such Management Holder (and any
assignee) upon receipt thereof.
(c) Upon delivery of a Buy Back Notice, such Management Holder and all
Permitted Transferees of such Holder (other than the Centre Investors) shall be
obligated to sell the Buy Back Securities to the Company and the Company shall
be obligated to buy such Securities, provided, that if the Management Holder
contests the Company Valuation, within 5 days of receipt of the Appraised
Valuation the Company may rescind such Buy Back Notice. The purchase of the Buy
Back Securities shall be consummated within 30 days after the later of date on
which (i) the Company shall give the Buy Back Notice if the Company Valuation is
not contested by the Management Holder or (ii) the Company shall receive the
Appraised Valuation (and shall not have rescinded the Buy Back Notice in a
timely fashion), by payment in cash of the Fair Market Value of the Buy Back
Securities to the Management Holder.
(d) In lieu of exercising such option, the Company may on or before the
expiration of the First Period assign its rights under Section 6(a) to the
Centre Entities or, at the request of Centre Management, any Centre Investors
(collectively, the "ASSIGNEE") and shall promptly give the Management Holder an
--------
Assignment Notice. In such event, the Assignee shall be entitled within 30 days
of receipt by such Assignee of the Assignment Notice to deliver a notice of its
intention to exercise the Buy Back Option (an "ASSIGNEE BUY BACK NOTICE"). Upon
------------------------
delivery of an Assignee Buy Back Notice, such Holder and all Permitted
Transferees of such Holder shall be obligated to sell the Buy Back Securities to
the Assignee and the Assignee shall be obligated to buy such Securities,
provided, that if the Management Holder or the Centre Entities contest the
Company Valuation, within 5 days of receipt of the Appraised Valuation, the
Assignee may rescind such Buy Back Notice. The purchase of the Buy Back
Securities shall be consummated within 30 days after the later of date on which
(i) the Assignee shall give the Assignee Buy Back Notice if the Company
Valuation is not contested by the Management Holder or (ii) the Assignee shall
receive (and shall not have rescinded its Assignee Buy Back Notice in a timely
fashion) the Appraised Valuation, by payment in cash of the Fair Market Value of
the Buy Back Securities to the Management Holder.
7
<PAGE>
7. RIGHT OF FIRST REFUSAL.
----------------------
(a) Prior to the Initial Public Offering, if any Management Holder shall
desire to Transfer his shares of Common Stock, except to a Permitted
Transferee, he shall deliver to the Company written notice of the proposed
transaction (an "OFFEROR'S NOTICE"), identifying the proposed transferee,
----------------
accompanied by a copy of a binding bona fide offer to purchase such Common Stock
signed by such proposed transferee and setting forth the terms of the proposed
transaction. An Offeror's Notice shall be deemed an offer by such Management
Holder to the Company, which may be accepted by the Company within 30 days of
the receipt of such Offeror's Notice on the same terms and conditions and at the
same price at which such Management Holder is proposing to transfer such Common
Stock to such transferee. The purchase of any such shares by the Company shall
be settled within 20 days of the acceptance of the offer and the purchase price
shall be paid to the Management Holder on substantially the same terms and
conditions as contained in the Offeror's Notice.
(b) In lieu of accepting the offer set forth in the Offeror's Notice, the
Company may within 30 days of receipt of such Offeror's Notice assign (the
"ASSIGNMENT") such offer to the Centre Entities or, at the request of Centre
- -----------
Management, any Centre Investors (collectively, the "ASSIGNEE") and shall give
--------
the Management Holder prompt notice of such assignment. In such event, the
Offeror's Notice shall be deemed an offer by such Management Holder to the
Assignee, which may be accepted by the Assignee within 30 days of the receipt of
the Assignment on the same terms and conditions and at the same price at which
such Management Holder is proposing to transfer such Common Stock to the
transferee. The purchase of any such shares by the Company shall be settled
within 20 days of the acceptance of the offer and the purchase price shall be
paid to the Management Holder on substantially the same terms and conditions as
contained in the Offeror's Notice.
(c) If neither the Company nor any Assignee timely accepts the offer set
forth in the Offeror's Notice to purchase such shares of Common Stock, then for
a period of 60 days thereafter, the Management Holder shall be entitled to
Transfer such shares of Common Stock in accordance with the terms of this
Agreement provided that the Transfer must be to the proposed transferee and on
the terms and conditions identified in the Offeror's Notice. If the shares of
Common Stock identified in the Offeror's notice are not so Transferred to the
proposed transferee within the 60 day period, such shares shall again become
subject to the provisions of this Section 7.
8. BRING ALONG TRANSACTIONS.
------------------------
(a) General. If a Person that is not an Affiliate of any of the Centre
-------
Entities makes a bona fide offer to purchase at least 5% of the Common Stock
held by the Centre Entities in a transaction, Centre Management, on behalf of
such Centre Entities, shall have the right to require each Management Holder to
sell its Required Number (as
8
<PAGE>
defined below) of Common Stock in the transaction (a "BRING ALONG TRANSACTION");
-----------------------
provided that each such Management Holder shall only be required to sell Common
Stock on the same terms and conditions as those applicable to the sale of Common
Stock by each other Management Holder and the Centre Entities, including the
same time of sale and the same per share consideration (including any reduction
in per share consideration for placement agents' or brokers' fees or
commissions, and any other costs or expenses of such Bring Along Transaction).
The "REQUIRED NUMBER" for any Management Holder shall be equal to the number of
---------------
shares of Common Stock owned by such Management Holder multiplied by a fraction
the numerator of which is the difference between (x) the number of shares of
Common Stock agreed to be acquired in the Bring Along Transaction and (y) the
aggregate number of shares of Common Stock proposed to be sold by the Centre
Entities in the Bring Along Transaction (such difference, the "BROUGHT NUMBER"),
--------------
and the denominator of which is the aggregate number of shares of Common Stock
owned by the Management Holders at such time, provided that each of the Centre
Entities and the Management Holders shall Transfer Common Stock in a Bring Along
Transaction in pro rata amounts, based on the number of shares of Common Stock
then held, subject to any such adjustments as shall be required (i) to permit
compliance with the tag-along rights provided in the Stockholders Agreement;
(ii) to permit compliance with the tag-along rights provided to Management
Holders in Section 9 of this Agreement; or (iii) to permit compliance with tag-
along rights provided by the Centre Entities to other holders of Common Stock
proposed to be sold in the transaction exercising rights similar to the "tag-
along" rights provided to Management Holders in Section 9 of this Agreement.
(b) Sale Notice. In order to exercise "bring along" rights under this
-----------
Section 8, the Centre Entities shall deliver a notice (the "SALE NOTICE") to
-----------
each Management Holder relating to a proposed Bring Along Transaction. The Sale
Notice shall set forth (i) the aggregate number of Common Stock proposed to be
sold by the Centre Entities, the aggregate number of shares of Common Stock the
proposed purchaser is willing to purchase and the aggregate number of shares of
Common Stock outstanding at such time and the identity and address of the
proposed purchaser; (ii) the recipient's Required Number (subject to adjustment
as described in Section 8(a)); (iii) the date, time and place of sale; (iv) the
amount and type of consideration proposed to be paid in the aggregate and on a
per-share basis by the proposed purchaser; (v) any agreement, offering
memorandum or other document (or the latest draft thereof) that is then
available relating thereto; and (vi) any other terms and conditions of the
proposed sale.
(c) Transfer Procedures for Bring Along Transaction. Each Management
-----------------------------------------------
Holder shall take all steps described in the Sale Notice to effectuate the sale
by it of the Common Stock required in a Bring Along Transaction, including
without limitation the provision of information customarily provided in
connection with such a sale and the execution of customary sale documents, with
customary representations, warranties, agreements and covenants; provided that
any such sale document may provide that (i) liability for representations,
warranties, agreements and covenants (A) made individually, including without
limitation any warranty of title to Common Stock, shall be the sole obligation
of such Management Holder, and (B) made jointly shall be in proportion to the
proceeds
9
<PAGE>
received from any such sale; and (ii) the liability of any Management Holder
selling in such sale shall be limited to the proceeds thereof received by such
Management Holder.
(d) Additional Requirements. Any Transfer made pursuant to this Section 8
-----------------------
shall be subject to and comply in all respects with the terms of the Credit
Agreement, Buyer Pledge, and any other agreements to which the Management
Holders may be subject in accordance with Section 4 hereof.
9. Tag-Along Transaction.
---------------------
(a) General. In connection with any proposed sale, either directly or
-------
indirectly, by one or more of the Centre Entities of 5% or more of the
outstanding Common Stock to a Person who is not either an Affiliate of any of
the Centre Entities or a Co-Investor (the "ACQUIROR"), either in a single
--------
transaction or an integrated series of transactions, each Management Holder
shall have the right, but not the obligation (except as provided in Section 8),
to sell its Tag-Along Number (as defined below) of Common Stock to the Acquiror,
subject to the provisions of Section 9(b) below; provided that each such
Management Holder (i) shall bear the same proportion of the expenses of the sale
as the number of shares of Common Stock sold by such Management Holder bears to
the total number of shares of Common Stock sold, and (ii) shall sell Common
Stock on the same terms and conditions as the Centre Entities, including the
same time of sale and the same per-share consideration (a "TAG-ALONG
---------
TRANSACTION"). The "TAG-ALONG NUMBER" for any Management Holder shall be equal
----------------
to the total number of shares of Common Stock proposed to be included in such
Tag-Along Transaction by such Management Holder multiplied by a fraction, the
numerator of which is the number of shares of Common Stock proposed to be
acquired by the Acquiror and the denominator of which is the sum of (x) the
total number of shares of Common Stock proposed to be included in such Tag-Along
Transaction by all of the Management Holders exercising "tag-along" rights
pursuant to this Section 9 (the "TAG NUMBER"), (y) the number of Common Stock
----------
proposed to be sold in the transaction by all of the Centre Entities and (z) the
number of shares of Common Stock proposed to be sold in the transaction by other
holders of Common Stock exercising rights similar to the "tag-along" rights
granted to Management Holders in this Section 9, including without limitation
pursuant to the Stockholders Agreement and the Co-Investment Agreement;
provided, however, that the Tag Number may be adjusted as Centre Management
determines is necessary or appropriate to ensure compliance with the tag-along
rights provided in the Stockholders Agreement and the Co-Investment Agreement.
Centre Management shall deliver a Sale Notice to each Management Holder on
behalf of any Centre Entity proposing to Transfer Common Stock in a transaction
that constitutes a Tag-Along Transaction.
(b) Exercise of Tag-Along Rights. Each Management Holder seeking to
----------------------------
exercise its "tag-along" rights under Section 9 shall give written notice
thereof to Centre Management within 5 days following the date the Sale Notice is
deemed given, which notice shall specify the number of shares of Common Stock
the exercising Management
10
<PAGE>
Holder proposes to sell pursuant to such "tag-along" rights. Centre Management
shall send a written notice (the "CONFIRMATION NOTICE") to each Management
-------------------
Holder within 5 days after the date written responses to the Sale Notice are due
setting forth (i) the number of shares of Common Stock held by such Management
Holder that will be included in a sale of Common Stock based on the exercise of
"tag-along" rights by the Management Holders (subject to adjustment as provided
in Section 9(b)) and (ii) the total number of shares of Common Stock that all
Management Holders proposed to be included for sale pursuant to the exercise of
"tag-along" rights pursuant to Section 9. The consummation of the Tag-Along
Transaction shall take place no earlier than 10 days after the date the
Confirmation Notice is deemed given.
(c) Transfer Procedures for Tag-Along Transactions. Each Management
----------------------------------------------
Holder shall take all steps described in the Sale Notice and/or Confirmation
Notice to effectuate the sale by it of the Common Stock, if any, required in a
Tag-Along Transaction, including without limitation the provision of information
customarily provided in connection with such a sale and the execution of
customary sale documents, with customary representations, warranties, agreements
and covenants; provided that any such sale document may provide that (i)
liability for representations, warranties, agreements and covenants (A) made
individually, including without limitation any warranty of title to Common Stock
owned by such Management Holder, shall be the sole obligation of such Management
Holder, and (B) made jointly shall be in proportion to the proceeds received
from any such sale; and (ii) the liability of any Management Holder selling in
such sale shall be limited to the proceeds thereof received by such Management
Holder.
(d) Allocation of Company Securities in Transactions that are Both Bring
--------------------------------------------------------------------
Along Transactions and Tag-Along Transactions. If a proposed sale of Common
- ---------------------------------------------
Stock constitutes both a Bring Along Transaction and a Tag-Along Transaction and
(x) the Tag Number with respect to such transaction is greater than or equal to
the Brought Number, no Common Stock shall be required to be included in such
transaction by Management Holders pursuant to Section 8 and Common Stock
included in such transaction shall be allocated in accordance with Section 9 or
(y) the Tag Number with respect to such transaction is less than the Brought
Number, (A) any Management Holder who exercises "tag-along" rights pursuant to
Section 9 with respect to a number of Common Stock equal to or greater than such
Management Holder's Required Number shall have such number of shares of Common
Stock included in such transaction and shall not be required to include any
additional Common Stock pursuant to Section 8 and (B) with respect to all
Management Holders who either do not exercise "tag-along" rights or who exercise
"tag-along" rights with respect to a number of shares of Common Stock that is
less than their respective Required Number, the number of shares of Common Stock
required to be included in such transaction by each such Management Holder
pursuant to Section 8 shall be reduced pro rata by a total number of shares of
Common Stock equal to the difference between the Brought Number and the total
number of shares of Common Stock included in such transaction pursuant to
clause (A) above; provided that such Management Holders shall not be able to
--------
include any additional shares of Common Stock in such transaction pursuant to an
exercise of "tag-along" rights under Section 9.
11
<PAGE>
(e) Exclusion of Certain Sales from Tag-Along Rights. The tag-along
------------------------------------------------
rights provided in Section 9 shall not be applicable to sales by the Centre
Entities (A) to Clare Fawkes or Jody Scheckter, or (B) in a sale pursuant to an
effective registration statement under the Securities Act of 1933, as amended.
(f) Additional Requirements. Any Transfer made pursuant to this Section 9
-----------------------
shall be subject to and comply in all respects with the terms of the Credit
Agreement, Buyer Pledge and any other agreement to which a Management Holder is
subject pursuant to Section 4.
10. MANAGEMENT PUT.
--------------
(a) In the event the employment of any Management Holder (other than the
Chief Executive Officer) shall terminate prior to six months from the date of
this Agreement for any reason other than Just Cause, such Management Holder
shall have the right, but not the obligation, for a period of 30 days after
termination of employment, to put to the Centre Entities for repurchase (the
"PUT OPTION") all (but not less than all) of the Common Stock held by such
- -----------
Management Holder and his Permitted Transferees at the time the Put Option is
exercised at a price per share (the "PUT OPTION PRICE") equal to the lesser of
----------------
(i) the Fair Market Value of such Common Stock, and (ii) $[his acquisition
price]. In the event the Management Holder shall exercise such right, the
Company shall promptly determine the Fair Market Value of such Common Stock
(including the Appraised Value if either such Management Holder or the Centre
Entities shall contest the Company Valuation) and provide the Management Holder
and the Centre Entities notice of such determination.
(b) Such Management Holder shall give Centre Management written notice of
the exercise of the Put Option within such 30 day period. At least 10 but not
more than 30 days after the Put Option Price shall have been determined, the
Centre Entities shall purchase for cash such Common Stock at the Put Option
Price.
11. REGISTRATION RIGHTS. After the Initial Public Offering, if the
-------------------
Centre Entities exercise any rights to register Common Stock pursuant to the
Buyer Registration Rights Agreement, the Centre Entities shall make such
arrangements by way of assignment of rights and obligations thereunder that any
Management Holder who desires to register and sell Common Stock purchased by or
granted (without restriction which has not lapsed) such Management Holder (other
than Common Stock acquired upon exercise of stock options) may register and sell
the same proportion of such Common Stock as Centre Entities registers and sells
of its Common Stock in such offering (after application of all cutbacks or
requirements to grant preferential treatment in favor of shares being registered
and sold by the Company or any holder other than the Management Holders and the
Centre Entities). In such event, the Management Holder shall bear his pro rata
portion of all costs and assume all liabilities required of a selling holder
under such Registration Rights Agreement.
12
<PAGE>
12. TERMINATION. This Agreement shall terminate with respect to the
-----------
rights and obligations of (1) the Centre Entities at such time as the Centre
Entities hold less than 10% of the outstanding Common Stock; and (2) all parties
hereunder 10 years from the date hereof if not sooner terminated.
13. NOTICES. Whenever it is provided herein that any notice or other
-------
communication shall or may be given to or served upon any of the parties by any
other party, each such notice or other communication shall be in writing and
either shall be delivered in person with receipt acknowledged or sent by
registered or certified mail, return receipt requested, postage prepaid, or by
overnight mail or courier, or delivery service or by telecopy and confirmed by
telecopy answerback (provided that any notice provided to any party outside of
the United States, shall be provided by courier or telecopy), addressed as
follows:
For the Centre Entities or Centre Management:
c/o Centre Partners Management LLC
30 Rockefeller Plaza
New York, New York 10020
Facsimile No.: 212-332-5801
If to a Management Holder at his address designated on Exhibit A hereto.
If to the Company in care of the Secretary at:
7340 McGinnis Ferry Road
Suwanee, GA 30174
Facsimile No.: 770-813-0741
14. MISCELLANEOUS.
-------------
(a) All titles, headings, or captions in this Agreement are for
convenience of reference only and shall not be construed as a part of, or a
limitation of, the provisions to which they refer.
(b) This Agreement may be amended only by a writing executed by each of
the parties hereto.
(c) This Agreement shall be construed and enforced in accordance with the
laws of the State of Delaware, without regard to its principles of conflicts
of laws.
(d) This Agreement shall inure to the benefit of and shall be binding upon
the successors and assigns of the respective parties hereto.
(e) This Agreement may be executed in several Counterparts, each of which
13
<PAGE>
shall be deemed to be an original, but together which shall constitute one and
the same document.
(f) If any provisions of this Agreement are held invalid or unenforceable,
such invalidity or unenforceability shall not affect any other provisions, and
this Agreement shall be construed and enforced as if such provisions had not
been included.
14
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement, as of the day and year first above written.
FIREARMS TRAINING SYSTEMS, INC.
By: /s/ Scott Perekslis
-------------------------------
Scott Perekslis
Vice President
CENTRE PARTNERS MANAGEMENT LLC
By: /s/ Jonathan H. Kagan
-------------------------------
Jonathan H. Kagan
Managing Director
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/ Jonathan H. Kagan
--------------------------
Jonathan H. Kagan
Managing Director
CENTRE PARTNERS COINVESTMENT, L.P.
By: Centre Partners II, LLC, as
general partner
By: /s/ Jonathan H. Kagan
-------------------------
Jonathan H. Kagan
Managing Director
15
<PAGE>
NUMBER
MANAGEMENT HOLDERS: ADDRESS: OF SHARES:
- ------------------- -------- ----------
/s/ Peter A. Marino To be Mr. Marino's current address 59,200
- ------------------------------ on file with the Company
Peter A. Marino
/s/ Robert B. Terry 4744 Watson Mill Court 9,260
- ------------------------------ Loganville, GA 30249
Robert B. Terry Home Fax: 770-466-7107
/s/ Robert F. Mecredy 5635 Cherokee Trace 18,500
- ------------------------------ Cumming, GA 30130
Robert F. Mecredy
/s/ David A. Apseloff 4600 North Springs Court 10,000
- ------------------------------ Dunwoody, GA 30338
David A. Apseloff Home Fax: 770-393-9094
/s/ Greg Echols 2862 Echols Road 27,800
- ------------------------------ Cumming, GA 30130
Greg Echols
/s/ Juan de Ledebur 353 Peachtree Battle Ave., NW 32,400
- ------------------------------ Atlanta, GA 30305
Juan de Ledebur
16
<PAGE>
EXHIBIT 10.13
FIREARMS TRAINING SYSTEMS, INC.
STOCK OPTION PLAN
I. INTRODUCTION
1.1 Purposes. The purposes of the Firearms Training Systems, Inc. Stock
--------
Option Plan (the "Plan") of Firearms Training Systems, Inc. (the "Company") are
(i) to align the interests of the Company's stockholders and the recipients of
options under this Plan by increasing the proprietary interest of such
recipients in the Company's growth and success, (ii) to advance the interests of
the Company by attracting and retaining officers, other key employees,
consultants, independent contractors, agents and well-qualified persons who are
not officers or employees of the Company ("Non-Employee Directors") for service
as directors of the Company and (iii) to motivate such persons to act in the
long-term best interests of the Company's stockholders.
1.2 Administration. This Plan shall be administered by a committee (the
--------------
"Committee") designated by the Board of Directors of the Company (the "Board")
consisting of two or more members of the Board.
The Committee shall, subject to the terms of this Plan, select eligible
officers, other key employees, consultants, independent contractors, agents and
Non-Employee Directors for participation in this Plan and shall determine the
number of shares of Common Stock subject to each option granted hereunder, the
exercise price of such option, the time and conditions of exercise of such
option and all other terms and conditions of such option, including, without
limitation, the form of the option agreement. The Committee shall, subject to
the terms of this Plan, interpret this Plan and the application thereof,
establish rules and regulations it deems necessary or desirable for the
administration of this Plan and may impose, incidental to the grant of an
option, conditions with respect to the grant, such as limiting competitive
employment or other activities. All such interpretations, rules, regulations
and conditions shall be final, binding and conclusive. Notwithstanding the
foregoing, in the case of the grant of an option to a Non-Employee Director who
is a member of the Committee, the terms and conditions of such option shall be
subject to approval by the Board. Each option shall be evidenced by a written
agreement (an "Agreement")
<PAGE>
between the Company and the optionee setting forth the terms and conditions of
such option.
A majority of the Committee shall constitute a quorum. The acts of the
Committee shall be either (i) acts of a majority of the members of the Committee
present at any meeting at which a quorum is present or (ii) acts approved in
writing by a majority of the members of the Committee without a meeting.
1.3 Eligibility. Participants in this Plan shall consist of such officers,
-----------
other key employees, consultants, independent contractors, agents and Non-
Employee Directors of the Company, its subsidiaries from time to time and any
other entity designated by the Board or the Committee (individually a
"Subsidiary" and collectively the "Subsidiaries") as the Committee in its sole
discretion may select from time to time. For purposes of this Plan, references
to employment shall also mean an agency or independent contractor relationship
and references to employment by the Company shall also mean employment by a
Subsidiary. The Committee's selection of a person to participate in this Plan
at any time shall not require the Committee to select such person to participate
in this Plan at any other time.
1.4 Shares Available. Subject to adjustment as provided in Section 3.7,
----------------
1,500,000 shares of the Class A Common Stock, $0.00001 par value, of the Company
("Common Stock"), shall be available for grants of options under this Plan,
reduced by the sum of the aggregate number of shares of Common Stock which
become subject to outstanding options. To the extent that shares of Common
Stock subject to an outstanding option are not issued or delivered by reason of
the expiration, termination, cancellation or forfeiture of such option or by
reason of the delivery or withholding of shares of Common Stock to pay all or a
portion of the exercise price of such option, or to satisfy all or a portion of
the tax withholding obligations relating to such option, then such shares of
Common Stock shall again be available under this Plan.
-2-
<PAGE>
II. STOCK OPTIONS
2.1 Grants of Stock Options. The Committee may, in its discretion, grant
-----------------------
options to purchase shares of Common Stock to such eligible persons as may be
selected by the Committee. Each option shall be a non-qualified stock option.
2.2 Terms of Stock Options. Options shall be subject to the following terms
----------------------
and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of this Plan, as the Committee shall deem advisable:
(a) Number of Shares and Purchase Price. The number of shares of
-----------------------------------
Common Stock subject to an option and the purchase price per share of Common
Stock purchasable upon exercise of the option shall be determined by the
Committee.
(b) Option Period and Exercisability. The period during which an
--------------------------------
option may be exercised shall be determined by the Committee. The Committee
may, in its discretion, establish performance measures or other criteria which
shall be satisfied or met as a condition to the grant of an option or to the
exercisability of all or a portion of an option. The Committee shall determine
whether an option shall become exercisable in cumulative or non-cumulative
installments and in part or in full at any time. An exercisable option, or
portion thereof, may be exercised only with respect to whole shares of Common
Stock.
(c) Method of Exercise. An option may be exercised (i) by giving
------------------
written notice to the Company, the form of which is set forth on Exhibit A,
---------
specifying the number of whole shares of Common Stock to be purchased and
accompanied by payment therefor in full (or arrangement made for such payment to
the Company's satisfaction) either (A) in cash, (B) by delivery of previously
owned whole shares of Common Stock (which the optionee has held for at least six
months prior to the delivery of such shares or which the optionee purchased on
the open market and in each case for which the optionee has good title, free and
clear of all liens and encumbrances) having a Fair Market Value, determined as
of the date of exercise, equal to the aggregate purchase price payable by reason
of such exercise, (C) in cash by a broker-dealer acceptable to the Company to
whom the optionee has
-3-
<PAGE>
submitted an irrevocable notice of exercise or (D) a combination of (A), (B) and
(C), in each case to the extent set forth in the Agreement relating to the
option and (ii) by executing such documents as the Company may reasonably
request. The Committee shall have sole discretion to disapprove of an election
pursuant to any of clauses (B)-(D). Any fraction of a share of Common Stock
which would be required to pay such purchase price shall be disregarded and the
remaining amount due shall be paid in cash by the optionee. No certificate
representing Common Stock shall be delivered until the full purchase price
therefor has been paid (or arrangement made for such payment to the Company's
satisfaction). For purposes of the Plan, "Fair Market Value" of Common Stock
shall be determined by the Committee in a manner similar to the determination of
"Current Market Value" of Common Stock, as described in Section 3.7(d)(ii)
hereof.
2.3 Termination of Employment. Unless otherwise specified in the Agreement
-------------------------
relating to an option, if an optionee's employment with the Company or
directorship with the Company terminates for any reason, each option held by
such optionee shall be exercisable only to the extent that such option is
exercisable on the effective date of such optionee's termination of employment
or directorship, as the case may be, and may thereafter be exercised by such
optionee (or such optionee's legal representative or similar person) until and
including the earliest to occur of (i) the date which is set forth in the
Agreement relating to such option after the effective date of such optionee's
termination of employment or directorship, as the case may be, and (ii) the
expiration date of the term of such option; provided that, in the case of an
optionee who is an employee of the Company, if such optionee's employment is
terminated for Cause, all options held by such optionee shall terminate
automatically on the effective date of such optionee's termination of
employment. For purposes of this Plan, "Cause" shall mean an optionee's willful
and continued failure to substantially perform the optionee's duties with the
Company (other than a failure resulting from the optionee's Disability (as
defined below)), or the direct or indirect engaging in any activity which is
contrary, inimical or harmful to the interests of the Company or any Subsidiary,
monetarily or otherwise, as determined by a majority of the members of the
Board, including (I) conduct that, in the reasonable judgment of the Company,
-4-
<PAGE>
fails to conform with any material standard of conduct applicable to the
Company's executives, including gross violations of material Company policies,
(II) any act of dishonesty, (III) commission of a felony, (IV) a significant
violation of any statutory or common law duty of loyalty to the Company, or (V)
the disclosure or misuse of any confidential or competitively sensitive
information or trade secrets of the Company or a Subsidiary or affiliate. For
purposes of this Plan, "Disability" shall mean an illness or injury which has
continued for a period of at least 6 months and is expected to continue
indefinitely, and which, in the opinion of the Committee based on evidence
satisfactory to the Committee (which evidence may include the advice of a
physician satisfactory to the Committee), prevents an optionee from
substantially performing the optionee's duties pertaining to his or her
employment or engagement with the Company and prevents the optionee from
engaging in any other substantial gainful activity of a type suitable for an
individual of like age who is in good health based on the optionee's level of
education, training and experience. For purposes of this Plan, references to
employment shall also mean an agency or independent contractor relationship with
the Company, or membership on the Board.
III. GENERAL
3.1 Effective Date and Term of Plan. This Plan shall be submitted to the
-------------------------------
stockholders of the Company for approval and, if so approved by the affirmative
vote of a majority of the shares of Common Stock present in person or
represented by proxy at the any duly called meeting of stockholders or obtained
by the unanimous written consent of the Company's stockholders (all as
determined in accordance with applicable law), shall become effective on the
date of such approval. No option may be exercised prior to the date of such
stockholder approval. This Plan shall terminate when shares of Common Stock are
no longer available for the grant of options, unless terminated earlier by the
Board. Termination of this Plan shall not affect the terms or conditions of any
option granted prior to termination.
3.2 Amendments. The Board may amend this Plan as it shall deem advisable,
----------
subject to any requirement of stockholder approval
-5-
<PAGE>
required by applicable law, rule or regulation, including Rule 16b-3 under the
Exchange Act and Sections 162(m) and 280G of the Code; provided, however, that
no amendment shall be made without stockholder approval if such amendment would
increase the maximum number of shares of Common Stock available under this Plan
(subject to Section 3.7). No amendment may impair the rights of a holder of an
outstanding option without the consent of such holder.
3.3 Agreement. No option shall be valid until an Agreement is executed by the
---------
Company and the optionee and, upon execution by the Company and the optionee and
delivery of the Agreement to the Company, such option shall be effective as of
the effective date set forth in the Agreement.
3.4 Non-Transferability. No option hereunder shall be transferable other than
-------------------
(i) by will or the laws of descent and distribution or pursuant to beneficiary
designation procedures approved by the Company or (ii) as otherwise permitted
under Rule 16b-3 under the Exchange Act as set forth in the Agreement relating
to such option. Except to the extent permitted by the foregoing sentence, each
option may be exercised during the optionee's lifetime only by the optionee or
the optionee's legal representative or similar person. Except as permitted by
the second preceding sentence, no option hereunder shall be sold, transferred,
assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by
operation of law or otherwise) or be subject to execution, attachment or similar
process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate,
encumber or otherwise dispose of any option hereunder, such option and all
rights thereunder shall immediately become null and void.
3.5 Tax Withholding. The Company shall have the right to require, prior to the
---------------
issuance or delivery of any shares of Common Stock, payment by the optionee of
any Federal, state, local or other taxes which may be required to be withheld or
paid in connection with an option hereunder. An Agreement may provide that (i)
the Company shall withhold whole shares of Common Stock which would otherwise be
delivered upon exercise of the option having an aggregate Fair Market Value
determined as of the date the obligation to withhold or pay taxes arises in
connection with
-6-
<PAGE>
the option (the "Tax Date") in the amount necessary to satisfy any such
obligation or (ii) the optionee may satisfy any such obligation by any of the
following means: (A) a cash payment to the Company, (B) delivery to the Company
of previously owned whole shares of Common Stock (which the optionee has held
for at least six months prior to the delivery of such shares or which the
optionee purchased on the open market and in each case for which the optionee
has good title, free and clear of all liens and encumbrances) having an
aggregate Fair Market Value determined as of the Tax Date, equal to the amount
necessary to satisfy any such obligation, (C) authorizing the Company to
withhold whole shares of Common Stock which would otherwise be delivered upon
exercise of the option having an aggregate Fair Market Value determined as of
the Tax Date, equal to the amount necessary to satisfy any such obligation, (D)
a cash payment by a broker-dealer acceptable to the Company to whom the optionee
has submitted an irrevocable notice of exercise or (E) any combination of (A),
(B), (C) and (D), in each case to the extent set forth in the Agreement relating
to the option; provided, however, that the Committee shall have sole discretion
to disapprove of an election pursuant to any of clauses (B)-(E). Any fraction of
a share of Common Stock which would be required to satisfy such an obligation
shall be disregarded and the remaining amount due shall be paid in cash by the
optionee.
3.6 Restrictions on Shares. Each option hereunder shall be subject to the
----------------------
requirement that if at any time the Company determines that the listing,
registration or qualification of the shares of Common Stock subject to such
option upon any securities exchange or under any law, or the consent or approval
of any governmental body, or the taking of any other action is necessary or
desirable as a condition of, or in connection with, the delivery of shares
thereunder, such shares shall not be delivered unless such listing,
registration, qualification, consent, approval or other action shall have been
effected or obtained, free of any conditions not acceptable to the Company. The
Company may require that certificates evidencing shares of Common Stock
delivered pursuant to any option hereunder bear a legend indicating that the
sale, transfer or other disposition thereof by the holder is prohibited except
in compliance with the Securities Act of 1933, as amended, and the rules and
regulations thereunder.
-7-
<PAGE>
3.7 Anti-Dilution; Other Adjustment.
-------------------------------
(a) In the event of any stock split, stock dividend,
recapitalization, reorganization, merger, consolidation, combination, exchange
of shares, liquidation, spin-off or other similar change in capitalization or
event, or any distribution to holders of Common Stock other than a regular cash
dividend, the number and class of securities available under this Plan, the
number and class of securities subject to each outstanding option and the
purchase price per security shall be appropriately adjusted by the Committee,
such adjustments to be made in the case of outstanding options without an
increase in the aggregate purchase price. The decision of the Committee
regarding any such adjustment shall be final, binding and conclusive. If any
adjustment would result in a fractional security being (a) available under this
Plan, such fractional security shall be disregarded, or (b) subject to an option
under this Plan, the Company shall pay the optionee, in connection with the
first exercise of the option in whole or in part occurring after such
adjustment, an amount in cash determined by multiplying (A) the fraction of such
security (rounded to the nearest hundredth) by (B) the excess, if any, of (x)
the Fair Market Value on the exercise date over (y) the exercise price of the
option.
(b) If the Company at any time after the Option Date shall issue any
shares of Stock at a price less than the Current Market Price per share of Stock
or any Convertible Securities (as defined below) (excluding any such issuance
for which the number of shares purchasable hereunder shall have been adjusted
pursuant to subsection (a) of this Section), which are exercisable, convertible
or exchangeable for shares of Stock at an exercise, conversion or exchange price
less than the Current Market Price per share of Stock, the number of shares
purchasable hereunder at such issuance shall be determined by multiplying the
number of shares purchasable hereunder immediately prior to such issuance by a
fraction, (i) the denominator of which shall be the number of shares of Fully
Diluted Stock (as defined below) immediately prior to such issuance plus the
number of shares that the aggregate consideration for the total number of such
additional shares of Stock (including the issue price of any such Convertible
Securities) would purchase at the Current Market Price per share of Stock and
(ii) the numerator of which shall be
-8-
<PAGE>
the number of shares of Fully Diluted Stock immediately after such issuance.
Shares of Stock owned by or held for the account of the Company or any
subsidiary on such date shall not be deemed outstanding for the purpose of any
such computation. Such adjustment shall become effective immediately after such
issuance. Such adjustment shall be made successively whenever any such event
shall occur; provided that no adjustment shall be made for the issuance of
additional shares of Stock upon the exercise, conversion or exchange of any
Convertible Securities if an adjustment has previously been made upon the
issuance of such Convertible Securities.
Notwithstanding the foregoing, no adjustment shall be made hereunder
as a result of the issuance of any Stock, Convertible Securities or Stock
issuable upon exercise, conversion or exchange of Convertible Securities in
connection with warrants issued pursuant to the Securities Purchase Agreement,
the Junior Preferred Stock, options issued under this Plan, issuance of Stock to
directors, officers or employees in connection with their service or employment
or pursuant to any rights to receive shares of Stock pursuant to Section 1(c) of
the Recapitalization and Stock Purchase Agreement dated as of June 5, 1996 among
Firearms Training Systems International N.V. (now THIN International N.V.), the
Company and Centre Capital Investors II, L.P. and certain related entities (the
"Recapitalization Agreement").
(c) If the Company at any time after the Option Date shall fix a
record date for the making of a distribution to all holders of its Stock
(including any such distribution to be made in connection with a consolidation
or merger in which the Company is to be the continuing corporation) of evidences
of its indebtedness, cash or other assets (excluding dividends paid in or
distributions of the Company's capital Stock for which the number of shares of
Stock purchasable hereunder shall have been adjusted pursuant to subsection (a)
of this Section or regular cash dividends payable out of earnings or surplus and
made in the ordinary course of business) the number of shares of Stock
purchasable hereunder after such record date shall be determined by multiplying
the number of shares of Stock purchasable hereunder immediately prior to such
record date by a fraction, of which the denominator shall be the Current Market
Price per share
-9-
<PAGE>
of Stock on such record date, less the fair market value (as determined in the
reasonable judgment of the Board) of the portion of the evidences of its
indebtedness, cash or other assets so to be distributed to a holder of one share
of Stock, and the numerator shall be such Current Market Price per share of
Stock. Such adjustment shall become effective immediately after such record
date. Such adjustment shall be made whenever such a record date is fixed; and in
the event that such distribution is not so made, the number of shares of Stock
purchasable hereunder shall again be adjusted to be the number that was in
effect immediately prior to such record date.
(d) For purposes of this Section,
(i) "Convertible Securities" means rights to subscribe for, or any
rights or options to purchase, shares of Stock, or any Stock or other securities
convertible into or exchangeable for shares of Stock (other than the Junior
Preferred Stock, as defined in the Securities Purchase Agreement dated as of
July 31, 1996 between the Company and NationsBridge, L.L.C. (the "Securities
Purchase Agreement")).
(ii) the "Current Market Value" per share of Stock on any record date
shall be the average of the current market value, determined as set forth below.
(A) If the Stock is traded on a national securities exchange, the
current market value of the Stock shall be the average of the closing prices on
the exchange where the Stock is primarily traded for the 10 trading days
preceding the date of determination; or
(B) If the Common Stock is not so traded but is traded on the current
market value of the Stock shall be the average of the reported closing prices
per share of Stock on the Nasdaq National Market for the 10 trading days
preceding the date of determination; or
(C) If the Common Stock is not so traded, the current market value per
share of Stock shall be such value per share of Stock as determined by the
Company.
-10-
<PAGE>
(iii) "Fully Diluted Stock" means, at any time, the then outstanding
Stock plus (without duplication) all shares of Stock issuable, whether at such
time or upon the passage of time or the occurrence of future events, (A) upon
the exercise, conversion or exchange of all then-outstanding rights, warrants,
options, convertible securities or exchangeable securities or indebtedness, or
other rights exercisable for or convertible or exchangeable into, directly or
indirectly, Stock or securities exercisable for or convertible or exchangeable
into Stock (excluding warrants issued pursuant to the Securities Purchase
Agreement, the Junior Preferred Stock, issuance of Common Stock to directors,
officers or employees in connection with their services or employment, and
options issued under this Plan) or (B) pursuant to any agreement with respect to
any of the foregoing (excluding any rights to receive shares of Common Stock
pursuant to Section 1(c) of the Recapitalization Agreement).
3.8 Change in Control.
-----------------
(a) In the sole discretion of the Committee, the terms of an
Agreement may provide that, in the event of the occurrence of a Change in
Control as defined in subsection (b) below, some or all of an optionee's
outstanding options shall, immediately upon the occurrence of such Change in
Control or at such other time specified in the Agreement, become exercisable in
part or in full. The terms of such Agreement may provide, in the event of the
occurrence of a Change in Control, for the terms and conditions (i) pursuant to
which any outstanding option under the Agreement may be surrendered to the
Company and cancelled by the Company, including the terms of any consideration
to be paid by the Company to the optionee as a result thereof and (ii) in the
event of the occurrence of a Change in Control described in paragraph (b)(3) or
(4) below, pursuant to which the number and class of shares shall be substituted
for each outstanding share of Common Stock subject to the option under the
Agreement.
(b) "Change in Control" shall mean:
(1) the acquisition by any individual, entity or group (a "Person"),
including any "person" within the meaning of
-11-
<PAGE>
Section 13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership within
the meaning of Rule 13d-3 promulgated under the Exchange Act, of 50% or more of
either (i) the then outstanding shares of common stock of the Company (the
"Outstanding Common Stock") or (ii) the combined voting power of the then
outstanding securities of the Company entitled to vote generally in the election
of directors (the "Outstanding Voting Securities"); excluding, however, the
following: (A) any acquisition directly from the Company (excluding any
acquisition resulting from the exercise of an exercise, conversion or exchange
privilege unless the security being so exercised, converted or exchanged was
acquired directly from the Company), (B) any acquisition by the Company, (C)
any acquisition by an employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company or (D)
any acquisition by any corporation pursuant to a transaction which complies with
clauses (i), (ii) and (iii) of subsection (3) of this Section 3.8(b); provided
further, that for purposes of clause (B), if any Person (other than the Company
or any employee benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company) shall become the
beneficial owner of 50% or more of the Outstanding Common Stock or 50% or more
of the Outstanding Voting Securities by reason of an acquisition by the Company,
and such Person shall, after such acquisition by the Company, become the
beneficial owner of any additional shares of the Outstanding Common Stock or any
additional Outstanding Voting Securities and such beneficial ownership is
publicly announced, such additional beneficial ownership shall constitute a
Change in Control;
(2) individuals who, as of the date hereof, constitute the Board of
Directors (the "Incumbent Board") cease for any reason to constitute at least a
majority of such Board; provided that any individual who becomes a director of
the Company subsequent to the date hereof whose election, or nomination for
election by the Company's stockholders, was approved by the vote of at least a
majority of the directors then comprising the Incumbent Board shall be deemed a
member of the Incumbent Board; and provided further, that any individual who was
initially elected as a director of the Company as a result of an actual or
threatened election contest, as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Exchange Act, or
-12-
<PAGE>
any other actual or threatened solicitation of proxies or consents by or on
behalf of any Person other than the Board shall not be deemed a member of the
Incumbent Board;
(3) approval by the stockholders of the Company of a reorganization,
merger or consolidation or sale or other disposition of all or substantially all
of the assets of the Company (a "Corporate Transaction"); excluding, however, a
Corporate Transaction pursuant to which (i) all or substantially all of the
individuals or entities who are the beneficial owners, respectively, of the
Outstanding Common Stock and the Outstanding Voting Securities immediately prior
to such Corporate Transaction will beneficially own, directly or indirectly,
more than 50% of, respectively, the outstanding shares of common stock, and the
combined voting power of the outstanding securities of such corporation entitled
to vote generally in the election of directors, as the case may be, of the
corporation resulting from such Corporate Transaction (including, without
limitation, a corporation which as a result of such transaction owns the Company
or all or substantially all of the Company's assets either directly or
indirectly), (ii) no Person (other than: the Company; any employee benefit plan
(or related trust) sponsored or maintained by the Company or any corporation
controlled by the Company; the corporation resulting from such Corporate
Transaction; and any Person which beneficially owned, immediately prior to such
Corporate Transaction, directly or indirectly, 50% or more of the Outstanding
Common Stock or the Outstanding Voting Securities, as the case may be) will
beneficially own, directly or indirectly, 50% or more of, respectively, the
outstanding shares of common stock of the corporation resulting from such
Corporate Transaction or the combined voting power of the outstanding securities
of such corporation entitled to vote generally in the election of directors or
(iii) individuals who were members of the Incumbent Board will constitute at
least a majority of the members of the board of directors of the corporation
resulting from such Corporate Transaction; or
(4) approval by the stockholders of the Company of a plan of complete
liquidation or dissolution of the Company.
-13-
<PAGE>
3.9 No Right of Participation or Employment. No person shall have any right to
---------------------------------------
participate in this Plan. Neither this Plan nor any option granted hereunder
shall confer upon any person any right to continued employment by the Company,
any Subsidiary or any affiliate of the Company or affect in any manner the right
of the Company, any Subsidiary or any affiliate of the Company to terminate the
employment of any person at any time without liability hereunder.
3.10 Rights as Stockholder. No person shall have any rights as a stockholder
---------------------
of the Company with respect to any shares of Common Stock which are subject to
an option hereunder until such person becomes a stockholder of record with
respect to such shares of Common Stock.
3.11 Designation of Beneficiary. If permitted by the Company, an optionee may
--------------------------
file with the Committee a written designation of one or more persons as such
optionee's beneficiary or beneficiaries (both primary and contingent) in the
event of the optionee's death. To the extent an outstanding option granted
hereunder is exercisable, such beneficiary or beneficiaries shall be entitled to
exercise such option.
Each beneficiary designation shall become effective only when filed in writing
with the Committee during the optionee's lifetime on a form prescribed by the
Committee. The spouse of a married optionee domiciled in a community property
jurisdiction shall join in any designation of a beneficiary other than such
spouse. The filing with the Committee of a new beneficiary designation shall
cancel all previously filed beneficiary designations.
If an optionee fails to designate a beneficiary, or if all designated
beneficiaries of an optionee predecease the optionee, then each outstanding
option hereunder held by such optionee, to the extent exercisable, may be
exercised by such optionee's executor, administrator, legal representative or
similar person.
3.12 Governing Law. This Plan, each option hereunder and the related
-------------
Agreement, and all determinations made and actions taken pursuant thereto, to
the extent not otherwise governed by the Code or the laws of the United States,
shall be governed by the
-14-
<PAGE>
laws of the State of Delaware and construed in accordance therewith without
giving effect to principles of conflicts of laws.
FIREARMS TRAINING SYSTEMS, INC.
By: /s/ Scott Perekslis
-----------------------------
Name: Scott Perekslis
Title: Vice President
-15-
<PAGE>
EXHIBIT 10.14
FIREARMS TRAINING SYSTEMS, INC.
STOCK OPTION AGREEMENT
SERIES A
Firearms Training Systems, Inc., a Delaware corporation (the "Company"),
hereby grants to Peter A. Marino (the "Optionee") as of September 18, 1996 (the
"Option Date"), pursuant to the provisions of the Firearms Training Systems,
Inc. Stock Option Plan (the "Plan"), a non-qualified option to purchase from the
Company (the "Option") 213,000 shares of its Class A Common Stock, $0.00001 par
value ("Stock"), at the price of $5.40 per share upon and subject to the terms
and conditions set forth below. References to employment shall also mean an
agency or independent contractor relationship and references to employment by
the Company shall also mean employment by a Subsidiary. Capitalized terms not
defined herein shall have the meanings specified in the Plan.
1. Option Subject to Acceptance of Agreement. The Option shall be null
-----------------------------------------
and void unless the Optionee shall accept this Agreement by executing it in the
space provided below and returning such original execution copy to the Company.
2. Time and Manner of Exercise of Option.
-------------------------------------
2.1. Maximum Term of Option. In no event may the Option be exercised,
----------------------
in whole or in part, after the seventh anniversary of the Option Date (the
"Expiration Date").
2.2. Exercise of Option. (a) Except as otherwise provided in Section
------------------
3.5 below (relating to a change in control of the Company) and Section 3.6 below
(relating to certain restrictions contained in the Credit Agreement, as defined
below), the Option shall become exercisable with respect to fifty percent (50%)
of the shares of Stock subject to the Option of the Option Date on the third
anniversary of the Option Date, and an additional twenty-five (25%) of the
shares of Stock subject to the Option Date on each of the fourth and fifth
anniversaries of the Option Date on a cumulative basis, so that the Option is
exercisable with respect to one hundred percent (100%) of the shares of Stock
subject to the Option on the fifth anniversary of
<PAGE>
the Option Date. Notwithstanding the foregoing, if the Company shall terminate
the Optionee's employment for any reason other than Cause (as defined below)
prior to the third anniversary of the Option Date, the Option shall be
exercisable with respect to sixteen and two-thirds percent (16-2/3%) of the
number of shares of Stock subject to the Option if such termination occurs after
the first anniversary of the Option Date and with respect to an additional
sixteen and two-thirds percent (16-2/3%) of the shares of Stock subject to the
Option if such termination occurs after the second anniversary of the Option
Date.
(b) If the Optionee terminates employment with the Company by reason of
Disability, the Option shall be exercisable only to the extent it is exercisable
on the effective date of the Optionee's termination of employment and may
thereafter be exercised by the Optionee or the Optionee's Legal Representative
until the Expiration Date. Notwithstanding the foregoing, (i) if the Optionee
terminates employment with the Company by reason of Disability prior to the
third anniversary of the Option Date, the Option shall be exercisable with
respect to one and seven-eighteenths percent (1-7/18%) of the number of shares
of Stock subject to the Option multiplied by the number of full months by which
the date of the Optionee's termination of employment follows the Option Date and
(ii) if the Optionee terminates employment with the Company by reason of
Disability after the third anniversary of the Option Date but prior to the fifth
anniversary of the Option Date, the Option shall be exercisable with respect to
the sum of (A) fifty percent (50%) of the number of shares of Stock subject to
the Option plus (B) two and one-twelfth percent (2-1/12%) of the number of
shares of Stock subject to the Option multiplied by the number of full months by
which the date of the Optionee's termination of employment follows the third
anniversary of the Option Date.
(c) If the Optionee terminates employment with the Company by reason of
retirement on or after age 62 or with the consent of the Company, the Option
shall be exercisable only to the extent it is exercisable on the effective date
of the Optionee's termination of employment and may thereafter be exercised by
the Optionee or the Optionee's Legal Representative until the Expiration Date.
(d) If the Optionee's employment with the Company terminates by reason of
the Optionee's death, the Option shall be
-2-
<PAGE>
exercisable only to the extent it is exercisable on the date of death and may
thereafter be exercised by the Optionee's Legal Representative or Permitted
Transferees, as the case may be, until the Expiration Date. Notwithstanding the
foregoing, (i) if the Optionee terminates employment with the Company by reason
of the Optionee's death prior to the third anniversary of the Option Date, the
Option shall be exercisable with respect to one and seven-eighteenths percent
(1-7/18%) of the number of shares of Stock subject to the Option multiplied by
the number of full months by which the date of the Optionee's termination of
employment follows the Option Date and (ii) if the Optionee terminates
employment with the Company by reason of the Optionee's death after the third
anniversary of the Option Date but prior to the fifth anniversary of the Option
Date, the Option shall be exercisable with respect to the sum of (A) fifty
percent (50%) of the number of shares of Stock subject to the Option plus (B)
two and one-twelfth percent (2-1/12%) of the number of shares of Stock subject
to the Option multiplied by the number of full months by which the date of the
Optionee's termination of employment follows the third anniversary of the Option
Date.
(e) If the Optionee terminates employment with the Company for any reason
other than as described in subsection (b), (c) or (d) above, the Option shall be
exercisable only to the extent it is exercisable on the effective date of the
Optionee's termination of employment and may thereafter be exercised by the
Optionee or the Optionee's Legal Representative until and including the earliest
to occur of (i) the date which is 90 days after the effective date of the
Optionee's termination of employment and (ii) the Expiration Date; provided,
however, that if the Optionee's employment is terminated by the Company pursuant
to this subsection prior to the first anniversary of the Option Date for any
reason other than Cause, the Option shall be exercisable with respect to a
portion of the shares of Stock subject to the Option equal to the sum of (x)
four and three-eighteenths percent (4-3/18%) and (y) one and seven-eighteenths
percent (1-7/18%) multiplied by the number of full months by which the date of
the Optionee's termination of employment follows the Option Date, but in no
event more than sixteen and two-thirds percent (16-2/3%) of such shares; and
provided further that if the Optionee's employment is terminated by the Company
for Cause at any time, the Option shall terminate automatically on the effective
date of the Optionee's termination of
-3-
<PAGE>
employment, and the Optionee shall be subject to the provisions of Section 2.5.
(f) For purposes of this Agreement, "Cause" shall mean the Optionee's
willful and continued failure to substantially perform the Optionee's duties
with the Company (other than a failure resulting from the Optionee's
Disability), or the direct or indirect engaging in any activity which is
contrary, inimical or harmful to the interests of the Company or any Subsidiary,
monetarily or otherwise, as determined by a majority of the members of the
Board, including (I) conduct that, in the reasonable judgment of the Company,
fails to conform with any material standard of conduct applicable to the
Company's executives, including gross violations of material Company policies,
(II) any act of dishonesty, (III) commission of a felony, (IV) a significant
violation of any statutory or common law duty of loyalty to the Company, or (V)
the disclosure or misuse of any confidential or competitively sensitive
information or trade secrets of the Company or a Subsidiary or affiliate.
2.3. Method of Exercise. Subject to the limitations set forth in this
------------------
Agreement, the Option may be exercised by the Optionee (1) by giving written
notice to the Company, the form of which is set forth on Exhibit A to this
---------
Agreement, specifying the number of whole shares of Stock to be purchased and
accompanied by payment therefor in full (or arrangement made for such payment to
the Company's satisfaction) either (i) in cash, (ii) by delivery of previously
owned whole shares of Stock (which the Optionee has held for at least six months
prior to the delivery of such shares or which the Optionee purchased on the open
market and in each case for which the Optionee has good title, free and clear of
all liens and encumbrances) having a Fair Market Value, determined as of the
date of exercise, equal to the aggregate purchase price payable pursuant to the
Option by reason of such exercise, (iii) in cash by a broker-dealer acceptable
to the Company to whom the Optionee has submitted an irrevocable notice of
exercise or (iv) a combination of (i), (ii) and (iii), and (2) by executing such
documents as the Company may reasonably request. The Committee shall have sole
discretion to disapprove of an election pursuant to any of clauses (ii) - (iv).
Any fraction of a share of Stock which would be required to pay such purchase
price shall be disregarded and the remaining amount due shall be paid in cash by
the Optionee. No certificate
-4-
<PAGE>
representing a share of Stock shall be delivered until the full purchase price
therefor has been paid.
2.4. Termination of Option. (a) In no event may the Option be exercised
---------------------
after it terminates as set forth in this Section 2.4. The Option shall
terminate, to the extent not exercised pursuant to Section 2.3 or earlier
terminated pursuant to Section 2.2, on the Expiration Date.
(b) In the event that rights to purchase all or a portion of the shares of
Stock subject to the Option expire or are exercised, cancelled or forfeited, the
Optionee shall, upon the Company's request, promptly return this Agreement to
the Company for full or partial cancellation, as the case may be. Such
cancellation shall be effective regardless of whether the Optionee returns this
Agreement. If the Optionee continues to have rights to purchase shares of Stock
hereunder, the Company shall, within 10 business days of the Optionee's delivery
of this Agreement to the Company, either (i) mark this Agreement to indicate the
extent to which the Option has expired or been exercised, cancelled or forfeited
or (ii) issue to the Optionee a substitute option agreement applicable to such
rights, which agreement shall otherwise be substantially similar to this
Agreement in form and substance.
2.5 Termination of Option and Forfeiture of Option Gain. (a) If at any
---------------------------------------------------
time prior to the earliest to occur of (i) the Expiration Date, (ii) the date
which is two years after the effective date of the Optionee's termination of
employment for any reason other than death and (iii) the date which is two years
after the Optionee exercises any portion of the Option, the Optionee:
(1) directly or indirectly (whether as principal, agent, independent
contractor, partner or otherwise) owns, manages, operates, controls,
participates in, performs services for, or otherwise carries on, a business
substantially similar to or competitive with the business conducted by the
Company or any Subsidiary (it being understood by the parties hereto that the
prohibited activities are not limited to any particular region because such
business may be engaged in effectively from any location in the United States);
provided, that nothing set forth in this Section 2.5(a)(1) shall prohibit the
Optionee
-5-
<PAGE>
from owning not in excess of 5% in the aggregate of any class of capital stock
of any corporation if such stock is publicly traded and listed on any national
or regional stock exchange or on the Nasdaq Stock Market; or
(2) directly or indirectly induces or attempts to persuade any
employee, agent or customer of the Company or any Subsidiary to terminate
such employment, agency or business relationship in order to enter into any
such relationship on behalf of any other business organization in
competition with the business conducted by the Company or any Subsidiary;
(3) is terminated for Cause, or, in the event the Optionee is no longer
employed with the Company, directly or indirectly engages in any activity which
is contrary, inimical or harmful to the interests of the Company or any
Subsidiary, including the disclosure or misuse of any confidential or
competitively sensitive information or trade secrets of the Company or a
Subsidiary or affiliate; or
(4) participates in any activity not approved by the Board which
contributes to or results in the initiation of an action or transaction which,
if consummated, would result in a Change in Control of the Company,
then the Option shall terminate automatically on the date the Optionee engages
in such activity and (x) with respect to any shares of Stock owned by the
Optionee as of such date as the result of any exercise of the Option, the
Optionee shall, within five business days of receipt by the Optionee of a
written demand therefor, sell such shares to the Company at a price equal to the
lesser of (i) the Fair Market Value of a share of Stock on the date the Optionee
engages in such activity and (ii) the purchase price per share of Stock set
forth in the first paragraph of this Agreement, and (y) with respect to any
shares of Stock acquired by the Optionee as a result of any exercise of the
Option which were subsequently sold or otherwise disposed of by the Optionee
prior to the date on which the Optionee engaged in such activity, the Optionee
shall pay the Company, within five business days of receipt by the Optionee of a
written demand therefor, an amount in cash determined by multiplying the number
of shares of Stock purchased pursuant to each exercise of the Option (without
reduction for any shares of Stock delivered by the Optionee or
-6-
<PAGE>
withheld by the Company pursuant to Section 2.3 or Section 3.3) by the
difference between (i) the Fair Market Value of a share of Stock on the date of
such exercise (or on the date of any subsequent sale or other disposition, if
greater) and (ii) the purchase price per share of Stock set forth in the first
paragraph of this Agreement.
(b) The Optionee may be released from the Optionee's obligations
under Sections 2.2(e) and 2.5(a) only if and to the extent the Committee
determines in its sole discretion that such a release is in the best interests
of the Company.
(c) The Optionee agrees that by executing this Agreement the Optionee
authorizes the Company and its Subsidiaries to deduct any amount or amounts owed
by the Optionee pursuant to Section 2.2(e) or 2.5(a) from any amounts payable by
the Company or any Subsidiary to the Optionee, including, without limitation,
any amount payable to the Optionee as salary, wages, vacation pay or bonus.
This right of setoff shall not be an exclusive remedy and the Company's or a
Subsidiary's election not to exercise this right of setoff with respect to any
amount payable to the Optionee shall not constitute a waiver of this right of
setoff with respect to any other amount payable to the Optionee or any other
remedy.
3. Additional Terms and Conditions of Option.
-----------------------------------------
3.1. Nontransferability of Option. The Option may not be transferred
----------------------------
by the Optionee other than (i) by will or the laws of descent and distribution
or pursuant to beneficiary designation procedures approved by the Company or
(ii) as otherwise permitted under Rule 16b-3 under the Exchange Act. Except to
the extent permitted by the foregoing sentence, during the Optionee's lifetime
the Option is exercisable only by the Optionee or the Optionee's Legal
Representative. Except to the extent permitted by the foregoing, the Option may
not be sold, transferred, assigned, pledged, hypothecated, encumbered or
otherwise disposed of (whether by operation of law or otherwise) or be subject
to execution, attachment or similar process. Upon any attempt to so sell,
transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the
Option, the Option and all rights hereunder shall immediately become null and
void.
-7-
<PAGE>
3.2. Investment Representation and Restrictions. The Optionee hereby
------------------------------------------
represents and covenants that (a) any share of Stock purchased upon exercise of
the Option will be purchased for investment and not with a view to the
distribution thereof within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), unless such purchase has been registered under
the Securities Act and any applicable state securities laws; (b) any subsequent
sale of any such shares shall be made either pursuant to an effective
registration statement under the Securities Act and any applicable state
securities laws, or pursuant to an exemption from registration under the
Securities Act and such state securities laws; (c) to the extent required by an
agreement between one or more underwriters and the Company in connection with an
offering of shares of Stock pursuant to a registration statement under the
Securities Act, the Optionee shall not offer, sell, contract to sell or
otherwise dispose of any shares of Stock purchased upon exercise of the Option
for the period specified in such agreement; (d) to the extent required by the
terms of the Credit Agreement (as defined below), (I) this Option and all shares
of Stock purchased upon exercise of the Option shall be subject to the terms of
the Credit Agreement (as defined below) which may require, among other things,
that this Option and such shares be pledged in support of the Obligations (as
defined in the Credit Agreement), that the Optionee subordinate amounts owed to
him by the Company, if any, to the Obligations, and/or that Centre Partners II,
LLC or an affiliate thereof ("Centre") be granted sole voting and investment
power with regard to the shares when acquired by the Optionee, and (II) the
Optionee shall execute from time to time such pledge agreements, subordination
agreements, irrevocable powers of appointment to Centre or other instruments and
to cause to be delivered such certificates, opinions or supporting documentation
as the Agent (as defined in the Credit Agreement) may require to satisfy the
Agent that this Option and the shares are being acquired subject to the
provisions of the Credit Agreement; (e) all shares of Stock purchased upon
exercise of the Option shall be subject to the terms of the Management Shares
Agreement among the Company, certain parties affiliated with Centre, and certain
directors, officers and employees of the Company, of even date herewith and (f)
if requested by the Company, the Optionee shall submit a written statement, in
form satisfactory to the Company, to the effect that such representation (x) is
true and correct as of the date of purchase of any shares hereunder or (y) is
true and correct as of the date of any sale of any such shares, as
-8-
<PAGE>
applicable. As a further condition precedent to any exercise of the Option, the
Optionee shall comply with all regulations and requirements of any regulatory
authority having control of or supervision over the issuance or delivery of the
shares and, in connection therewith, shall execute any documents which the Board
or the Committee shall in its sole discretion deem necessary or advisable.
3.3. Withholding Taxes. (a) As a condition precedent to the
-----------------
delivery of Stock upon exercise of the Option, the Optionee shall, upon request
by the Company, pay to the Company in addition to the purchase price of the
shares, such amount of cash as the Company may be required, under all applicable
federal, state, local or other laws or regulations, to withhold and pay over as
income or other withholding taxes (the "Required Tax Payments") with respect to
such exercise of the Option. If the Optionee shall fail to advance the Required
Tax Payments after request by the Company, the Company may, in its discretion,
deduct any Required Tax Payments from any amount then or thereafter payable by
the Company to the Optionee.
(b) The Optionee may elect to satisfy his or her obligation to
advance the Required Tax Payments by any of the following means: (1) a cash
payment to the Company pursuant to Section 3.3(a), (2) delivery to the Company
of previously owned whole shares of Stock (which the Optionee has held for at
least six months prior to the delivery of such shares or which the Optionee
purchased on the open market and in each case for which the Optionee has good
title, free and clear of all liens and encumbrances) having a Fair Market Value,
determined as of the date the obligation to withhold or pay taxes first arises
in connection with the Option (the "Tax Date"), equal to the Required Tax
Payments, (3) authorizing the Company to withhold whole shares of Stock which
would otherwise be delivered to the Optionee upon exercise of the Option having
a Fair Market Value, determined as of the Tax Date, equal to the Required Tax
Payments, (4) a cash payment by a broker-dealer acceptable to the Company to
whom the Optionee has submitted an irrevocable notice of exercise or (5) any
combination of (1), (2) and (3). The Committee shall have sole discretion to
disapprove of an election pursuant to any of clauses (2)-(5); provided, however,
that if the Optionee exercises the option on the Expiration Date, is employed as
of such date, and the shares of Stock are not traded on a national securities
exchange or are not quoted on the Nasdaq
-9-
<PAGE>
National Market as of such date, the Company shall take reasonable efforts to
permit an Optionee to use, in whole or in part, the method described in clause
(3) above. Shares of Stock to be delivered or withheld may not have a Fair
Market Value in excess of the minimum amount of the Required Tax Payments. Any
fraction of a share of Stock which would be required to satisfy any such
obligation shall be disregarded and the remaining amount due shall be paid in
cash by the Optionee. No certificate representing a share of Stock shall be
delivered until the Required Tax Payments have been satisfied in full.
(c) Unless the Committee otherwise determines, if the Optionee is
subject to Section 16 of the Exchange Act, the following provisions shall apply
to the Optionee's election to deliver to the Company whole shares of Stock or to
authorize the Company to withhold whole shares of Stock purchasable upon
exercise of the Option in payment of all or a portion of the Optionee's tax
liability in connection with such exercise:
(1) The Optionee may deliver to the Company previously owned whole
shares of Stock in accordance with Section 3.3(b), if such delivery is in
connection with the delivery of shares of Stock in payment of the exercise price
of the Option.
(2) The Optionee may authorize the Company to withhold whole shares of
Stock purchasable upon exercise of the Option in accordance with Section 3.3(b);
provided, that the following provisions shall apply to such election:
(i) Such election may apply only to the Option or any or all options
held by the Optionee, shall be filed with the Committee at least six months
prior to the exercise date of the Option and may not take effect during the six-
month period beginning on the date of grant of the Option (other than in the
event of the Optionee's death) or (ii) such election (A) shall be subject to
approval by the Committee, (B) may not take effect during the six-month period
beginning on the date of grant of the Option (other than in the event of the
Optionee's death), (C) must be filed with the Committee during (or must be filed
with the Committee in advance of, but take effect during) the 10 business day
period beginning on the third
-10-
<PAGE>
business day following the date of release of the Company's quarterly or
annual summary statements of sales and earnings and (D) the exercise of
the Option must occur during such 10 business day period. Unless the
Committee otherwise determines, any election pursuant to clause (i) may be
revoked or changed only if such revocation or change is made at least six
months prior to the exercise of the Option. Any election made pursuant to
clause (ii) may be revoked or changed prior to the exercise of the Option
during the 10 business day period.
3.4. Adjustment. In the event of any stock split, stock dividend,
----------
recapitalization, reorganization, merger, consolidation, combination, exchange
of shares, liquidation, spin-off or other similar change in capitalization or
event, or any distribution to holders of Stock other than a regular cash
dividend, the number and class of securities subject to the Option and the
purchase price per security shall be appropriately adjusted by the Committee
without an increase in the aggregate purchase price. If any adjustment would
result in a fractional security being subject to the Option, the Company shall
pay the Optionee, in connection with the first exercise of the Option occurring
after such adjustment, an amount in cash determined by multiplying (i) the
fraction of such security (rounded to the nearest hundredth) by (ii) the excess,
if any, of (A) the Fair Market Value on the exercise date over (B) the exercise
price of the Option. The decision of the Committee regarding any such
adjustment shall be final, binding and conclusive.
3.5. Change in Control. Notwithstanding any provision in this
-----------------
Agreement, in the event of the occurrence of a Change in Control as defined in
paragraph (b)(3) or (4) of Section 3.8 of the Plan in connection with which the
holders of Stock receive shares of common stock that are registered under
Section 12 of the Exchange Act, all outstanding options shall immediately be
exercisable in full and there shall be substituted for each share of Stock
available under this Plan, whether or not then subject to an outstanding option,
the number and class of shares into which each outstanding share of Stock shall
be converted pursuant to such Change in Control. In the event of any such
substitution, the purchase price per share of each option shall be appropriately
adjusted by the Committee, such adjustments to
-11-
<PAGE>
be made without an increase in the aggregate purchase price or base price.
(2) Notwithstanding any provision in this Agreement, in the event of
the occurrence of a Change in Control pursuant to paragraph (b)(1) or (2) of
Section 3.8 of the Plan, or in the event of the occurrence of a Change in
Control pursuant to paragraph (b)(3) or (4) of Section 3.8 of the Plan in
connection with which the holders of Stock receive consideration other than
shares of common stock that are registered under Section 12 of the Exchange Act,
each outstanding option shall be surrendered to the Company by the holder
thereof, and each such option shall immediately be cancelled by the Company, and
the holder shall receive, within 10 business days of the occurrence of a Change
in Control pursuant to paragraph (b)(1) or (2) of Section 3.8 of the Plan or
within 10 business days of the approval of the stockholders of the Company
contemplated by paragraph (b)(3) or (4) of Section 3.8 of the Plan, a cash
payment from the Company in an amount equal to the number of shares of Stock
then subject to such option, multiplied by the excess, if any, of the Fair
Market Value of a share of Stock on the date of occurrence of the Change in
Control over (ii) the purchase price per share of Stock subject to the option.
The Company may, but is not required to, cooperate with any person who is
subject to Section 16 of the Exchange Act to assure that any cash payment in
accordance with the foregoing to such person is made in compliance with Section
16 and the rules and regulations thereunder.
3.6. Limitation on Exercisability in the Case of Default Under Credit
----------------------------------------------------------------
Agreement. Notwithstanding any provision of this Agreement to the contrary, to
- ---------
the extent required by the terms of the credit agreement dated as of July 31,
1996 among the Company, the Lenders (as defined therein) and NationsBank, N.A.
(South) as Swingline Lender, Issuing Bank and Agent (as defined therein) for the
Lenders (as amended, supplemented or replaced from time to time, the "Credit
Agreement"), this Option shall not be exercisable while an "Event of Default" or
a "Default" (within the meaning of such terms as used in the Credit Agreement)
shall have occurred and is continuing.
3.7. Compliance with Applicable Law. The Option is subject to the
------------------------------
condition that if the listing, registration or qualification of the shares
subject to the Option upon any securities exchange or under any law, or the
consent or approval
-12-
<PAGE>
of any governmental body, or the taking of any other action is necessary or
desirable as a condition of, or in connection with, the purchase or delivery of
shares hereunder, the Option may not be exercised, in whole or in part, unless
such listing, registration, qualification, consent or approval shall have been
effected or obtained, free of any conditions not acceptable to the Company. The
Company agrees to use reasonable efforts to effect or obtain any such listing,
registration, qualification, consent or approval.
3.8. Delivery of Information to Optionee. The Company shall forward
-----------------------------------
to the Optionee annual reports to shareholders and annual or quarterly financial
statements of the Company, including the consolidated balance sheet and related
consolidated statements of operations and cash flows for a fiscal year, fiscal
quarter or period of a fiscal year, as applicable, as soon as administratively
practicable after such materials are prepared and distributed or filed, as the
case may be, by the Company. The Optionees shall have the same rights as holders
of shares of Stock to notice with respect to annual or special meetings of
shareholders of the Company, and shall have the right to attend any such
meetings.
3.9. Delivery of Certificates. Upon the exercise of the Option, in
------------------------
whole or in part, the Company shall deliver or cause to be delivered one or more
certificates representing the number of shares purchased against full payment
therefor. The Company shall pay all original issue or transfer taxes and all
fees and expenses incident to such delivery, except as otherwise provided in
Section 3.3.
3.10. Option Confers No Rights as Stockholder. The Optionee shall
---------------------------------------
not be entitled to any privileges of ownership with respect to shares of Stock
subject to the Option unless and until purchased and delivered upon the exercise
of the Option, in whole or in part, and the Optionee becomes a stockholder of
record with respect to such delivered shares; and the Optionee shall not be
considered a stockholder of the Company with respect to any such shares not so
purchased and delivered.
3.11. Option Confers No Rights to Continued Employment. In no event
------------------------------------------------
shall the granting of the Option or its acceptance by the Optionee give or be
deemed to give the Optionee
-13-
<PAGE>
any right to continued employment by the Company or any affiliate of the
Company.
3.12. Decisions of Board or Committee. The Board or the Committee
-------------------------------
shall have the right to resolve all questions which may arise in connection with
the Option or its exercise. Any interpretation, determination or other action
made or taken by the Board or the Committee regarding the Plan or this Agreement
shall be final, binding and conclusive.
3.13. Company to Reserve Shares. The Company shall at all times
-------------------------
prior to the expiration or termination of the Option reserve and keep available,
either in its treasury or out of its authorized but unissued shares of Stock,
the full number of shares subject to the Option from time to time.
3.14. Agreement Subject to the Plan. This Agreement is subject to
-----------------------------
the provisions of the Plan and shall be interpreted in accordance therewith.
The Optionee hereby acknowledges receipt of a copy of the Plan.
4. Miscellaneous Provisions.
------------------------
4.1. Designation as Nonqualified Stock Option. The Option is hereby
----------------------------------------
designated as not constituting an "incentive stock option" within meaning of
section 422 of the Internal Revenue Code of 1986, as amended (the "Code"); this
Agreement shall be interpreted and treated consistently with such designation.
4.2. Meaning of Certain Terms. (a) As used herein, employment by
------------------------
the Company shall include employment by an affiliate of the Company. References
in this Agreement to sections of the Code shall be deemed to refer to any
successor section of the Code or any successor internal revenue law.
(b) As used herein, the term "Legal Representative" shall include an
executor, administrator, legal representative, guardian or similar person and
the term "Permitted Transferee" shall include any transferee (i) pursuant to a
transfer permitted under Section 3.4 of the Plan and Section 3.1 hereof or (ii)
designated pursuant to beneficiary designation procedures approved by the
Company.
-14-
<PAGE>
4.3. Successors. This Agreement shall be binding upon and inure to
----------
the benefit of any successor or successors of the Company and any person or
persons who shall, upon the death of the Optionee, acquire any rights hereunder
in accordance with this Agreement or the Plan.
4.4. Notices. All notices, requests or other communications provided
-------
for in this Agreement shall be made, if to the Company, to Firearms Training
Systems, Inc., 7340 McGinnis Ferry Road, Suwanee, Georgia 30174, Attention:
Corporate Secretary, and if to the Optionee, to Peter A. Marino at his most
recent home address on file with the Company. All notices, requests or other
communications provided for in this Agreement shall be made in writing either
(a) by personal delivery to the party entitled thereto, (b) by facsimile with
confirmation of receipt, (c) by mailing in the United States mails to the last
known address of the party entitled thereto or (d) by express courier service.
The notice, request or other communication shall be deemed to be received upon
personal delivery, upon confirmation of receipt of facsimile transmission or
upon receipt by the party entitled thereto if by United States mail or express
courier service; provided, however, that if a notice, request or other
communication sent to the Company is not received during regular business hours,
it shall be deemed to be received on the next succeeding business day of the
Company.
4.5. Governing Law. This Agreement, the Option and all
-------------
determinations made and actions taken pursuant hereto and thereto, to the extent
not governed by the laws of the United States, shall be governed by the laws of
the State of Delaware and construed in accordance therewith without giving
effect to principles of conflicts of laws.
-15-
<PAGE>
4.6. Counterparts. This Agreement may be executed in two
------------
counterparts each of which shall be deemed an original and both of which
together shall constitute one and the same instrument.
FIREARMS TRAINING SYSTEMS, INC.
By:/s/ Lester Pollack /s/ Jonathan H. Kagan
------------------------------------------
Name: Lester Pollack Jonathan H. Kagan
Title: Chairman of Secretary
the Board
Accepted this 18th day of
September, 1996.
/s/ Peter A. Marino
- --------------------------------
Optionee
-16-
<PAGE>
EXHIBIT 10.15
FIREARMS TRAINING SYSTEMS, INC.
STOCK OPTION AGREEMENT
SERIES B
Firearms Training Systems, Inc., a Delaware corporation (the "Company"),
hereby grants to Peter A. Marino (the "Optionee") as of September 18, 1996 (the
"Option Date"), pursuant to the provisions of the Firearms Training Systems,
Inc. Stock Option Plan (the "Plan"), a non-qualified option to purchase from the
Company (the "Option") 213,000 shares of its Class A Common Stock, $0.00001 par
value ("Stock"), at the price of $5.40 per share upon and subject to the terms
and conditions set forth below. References to employment shall also mean an
agency or independent contractor relationship and references to employment by
the Company shall also mean employment by a Subsidiary. Capitalized terms not
defined herein shall have the meanings specified in the Plan.
1. Option Subject to Acceptance of Agreement. The Option shall be null
-----------------------------------------
and void unless the Optionee shall accept this Agreement by executing it in the
space provided below and returning such original execution copy to the Company.
2. Time and Manner of Exercise of Option.
-------------------------------------
2.1. Maximum Term of Option. In no event may the Option be exercised, in
----------------------
whole or in part, after the ninth anniversary of the Option Date (the
"Expiration Date").
2.2. Exercise of Option. (a) Except as otherwise provided by Section 3.5
------------------
below (relating to the occurrence of a change in control of the Company) and
Section 3.6 below (relating to certain restrictions contained in the Credit
Agreement, as defined below), the Option shall become exercisable on the ninth
anniversary of the Option Date unless the Option becomes exercisable at an
earlier date in accordance with the following schedule:
(i) a number of shares equal to one-third of the shares of Stock subject to
the Option on the Option Date multiplied by the Vesting Factor (as defined
below) shall become
<PAGE>
exercisable on the 60th day following the close of the Company's fiscal year
ending in 1997;
(ii) (A) an additional number of shares equal to one-third of the shares of
Stock subject to the Option on the Option Date multiplied by the Vesting Factor
shall become exercisable on the 60th day following the close of the Company's
fiscal year ending in 1998, or (B) if a total of less than one-third of the
shares became exercisable under clause (i) above, two-thirds of the shares of
Stock subject to the Option on the Option Date, less any shares of Stock that
became exercisable pursuant to clause (i) above, shall become exercisable as of
such date if the sum of the Company's EBITDA for the fiscal years ending in 1997
and 1998 equals at least the sum of the 1997 EBITDA Target and the 1998 EBITDA
Target; and
(iii) (A) an additional number of shares equal to one-third of the shares
of Stock subject to the Option on the Option Date multiplied by the Vesting
Factor shall become exercisable on the 60th day following the close of the
Company's fiscal year ending in 1999, or (B) if a total of less than two-thirds
of the shares became exercisable under clause (i) or (ii) above, all of the
shares of Stock subject to the Option on the Option Date, less any shares of
Stock that became exercisable pursuant to clauses (i) and (ii) above, shall
become exercisable as of such date if the sum of the Company's EBITDA for the
fiscal years ending in 1997, 1998 and 1999 equals at least the sum of the 1997
EBITDA Target, the 1998 EBITDA Target and the 1999 EBITDA Target.
(iv) For purposes of this subsection,
(A) the "Vesting Factor" with respect to any fiscal year shall be equal to
5 X ( (EBITDA/EBITDA Target) - 0.8 ),
provided that the Vesting Factor shall in no event be less than zero and shall
in no event exceed one;
(B) the term "EBITDA" shall have the same meaning assigned to such term in
the Recapitalization and Stock Purchase and Sale Agreement dated as of June 5,
1996
-2-
<PAGE>
among Firearms Training Systems International N.V., the Company and Centre
Capital Investors II, L.P. and certain related entities;
(C) the term "EBITDA Target" shall mean the 1997 EBITDA Target, 1998
EBITDA Target or 1999 EBITDA Target, as the context requires;
(D) "1997 EBITDA Target" shall be an amount equal to $32,086,000;
(E) "1998 EBITDA Target" shall be an amount equal to $43,758,000; and
(F) "1999 EBITDA Target" shall be an amount equal to $53,406,000.
(b) If the Optionee terminates employment with the Company by reason of
Disability, the Option shall be exercisable only to the extent it is exercisable
on the effective date of the Optionee's termination of employment and may
thereafter be exercised by the Optionee or the Optionee's Legal Representative
until the Expiration Date; provided that, if the Optionee shall terminate
employment by reason of Disability during the 60-day period after the close of
the Company's fiscal year ending in 1997, 1998 or 1999, the portion of the
Option that shall be considered exercisable as of the date of the Optionee's
termination of employment for purposes of this subsection shall be adjusted by
the Committee in accordance with subsection (a) above to the extent the Company
achieves the EBITDA Targets set forth in such subsection for such fiscal year.
(c) If the Optionee terminates employment with the Company by reason of
retirement on or after age 62 or with the consent of the Company, the Option
shall be exercisable only to the extent it is exercisable on the effective date
of the Optionee's termination of employment and may thereafter be exercised by
the Optionee or the Optionee's Legal Representative until the Expiration Date;
provided that, if the Optionee shall retire during the 60-day period after the
close of the Company's fiscal year ending in 1997, 1998 or 1999, the portion of
the Option that shall be considered exercisable as of the date of the Optionee's
retirement for purposes of this subsection shall be adjusted by the Committee in
accordance with subsection (a) above
-3-
<PAGE>
to the extent the Company achieves the EBITDA Targets set forth in such
subsection for such fiscal year.
(d) If the Optionee's employment with the Company terminates by reason of
the Optionee's death, the Option shall be exercisable only to the extent it is
exercisable on the date of death and may thereafter be exercised by the
Optionee's Legal Representative or Permitted Transferees, as the case may be,
until the Expiration Date; provided that, if the Optionee shall die during the
60-day period after the close of the Company's fiscal year ending in 1997, 1998
or 1999, the portion of the Option that shall be considered exercisable as of
the date of the Optionee's death for purposes of this subsection shall be
adjusted by the Committee in accordance with subsection (a) above to the extent
the Company achieves the EBITDA Targets set forth in such subsection for such
fiscal year.
(e) If the Optionee terminates employment with the Company for any reason
other than as described in subsection (b), (c) or (d) above, the Option shall be
exercisable only to the extent it is exercisable on the effective date of the
Optionee's termination of employment and may thereafter be exercised by the
Optionee or the Optionee's Legal Representative until and including the earliest
to occur of (i) the date which is 90 days after the effective date of the
Optionee's termination of employment and (ii) the Expiration Date; provided
that, if the Optionee shall terminate employment pursuant to this subsection (e)
during the 60-day period after the close of the Company's fiscal year ending in
1997, 1998 or 1999, the portion of the Option that shall be considered
exercisable as of the date of the Optionee's termination of employment for
purposes of this subsection shall be adjusted by the Committee in accordance
with subsection (a) above to the extent the Company achieves the EBITDA Targets
set forth in such subsection for such fiscal year; and provided further that if
the Optionee's employment is terminated for Cause (as defined below), the Option
shall terminate automatically on the effective date of the Optionee's
termination of employment, and the Optionee shall be subject to the provisions
of Section 2.5.
(f) For purposes of this Agreement, "Cause" shall mean the Optionee's
willful and continued failure to substantially perform the Optionee's duties
with the Company (other than a failure resulting from the Optionee's
Disability), or the direct
-4-
<PAGE>
or indirect engaging in any activity which is contrary, inimical or harmful to
the interests of the Company or any Subsidiary, monetarily or otherwise, as
determined by a majority of the members of the Board, including (I) conduct
that, in the reasonable judgment of the Company, fails to conform with any
material standard of conduct applicable to the Company's executives, including
gross violations of material Company policies, (II) any act of dishonesty, (III)
commission of a felony, (IV) a significant violation of any statutory or common
law duty of loyalty to the Company, or (V) the disclosure or misuse of any
confidential or competitively sensitive information or trade secrets of the
Company or a Subsidiary or affiliate.
2.3. Method of Exercise. Subject to the limitations set forth in this
------------------
Agreement, the Option may be exercised by the Optionee (1) by giving written
notice to the Company specifying the number of whole shares of Stock to be
purchased and accompanied by payment therefor in full (or arrangement made for
such payment to the Company's satisfaction) either (i) in cash, (ii) by delivery
of previously owned whole shares of Stock (which the Optionee has held for at
least six months prior to the delivery of such shares or which the Optionee
purchased on the open market and in each case for which the Optionee has good
title, free and clear of all liens and encumbrances) having a Fair Market Value,
determined as of the date of exercise, equal to the aggregate purchase price
payable pursuant to the Option by reason of such exercise, (iii) in cash by a
broker-dealer acceptable to the Company to whom the Optionee has submitted an
irrevocable notice of exercise or (iv) a combination of (i), (ii) and (iii), and
(2) by executing such documents as the Company may reasonably request. The
Committee shall have sole discretion to disapprove of an election pursuant to
any of clauses (ii) - (iv). Any fraction of a share of Stock which would be
required to pay such purchase price shall be disregarded and the remaining
amount due shall be paid in cash by the Optionee. No certificate representing a
share of Stock shall be delivered until the full purchase price therefor has
been paid.
2.4. Termination of Option. (a) In no event may the Option be exercised
---------------------
after it terminates as set forth in this Section 2.4. The Option shall
terminate, to the extent not exercised pursuant to Section 2.3 or earlier
terminated pursuant to Section 2.2, on the Expiration Date.
-5-
<PAGE>
(b) In the event that rights to purchase all or a portion of the shares of
Stock subject to the Option expire or are exercised, cancelled or forfeited, the
Optionee shall, upon the Company's request, promptly return this Agreement to
the Company for full or partial cancellation, as the case may be. Such
cancellation shall be effective regardless of whether the Optionee returns this
Agreement. If the Optionee continues to have rights to purchase shares of Stock
hereunder, the Company shall, within 10 business days of the Optionee's delivery
of this Agreement to the Company, either (i) mark this Agreement to indicate the
extent to which the Option has expired or been exercised, cancelled or forfeited
or (ii) issue to the Optionee a substitute option agreement applicable to such
rights, which agreement shall otherwise be substantially similar to this
Agreement in form and substance.
2.5 Termination of Option and Forfeiture of Option Gain. (a) If at any
---------------------------------------------------
time prior to the earliest to occur of (i) the Expiration Date, (ii) the date
which is two years after the effective date of the Optionee's termination of
employment for any reason other than death and (iii) the date which is two years
after the Optionee exercises any portion of the Option, the Optionee:
(1) directly or indirectly (whether as principal, agent, independent
contractor, partner or otherwise) owns, manages, operates, controls,
participates in, performs services for, or otherwise carries on, a business
substantially similar to or competitive with the business conducted by the
Company or any Subsidiary (it being understood by the parties hereto that the
prohibited activities are not limited to any particular region because such
business may be engaged in effectively from any location in the United States);
provided, that nothing set forth in this Section 2.5(a)(1) shall prohibit the
Optionee from owning not in excess of 5% in the aggregate of any class of
capital stock of any corporation if such stock is publicly traded and listed on
any national or regional stock exchange or on the Nasdaq Stock Market; or
-6-
<PAGE>
(2) directly or indirectly induces or attempts to persuade any employee,
agent or customer of the Company or any Subsidiary to terminate such employment,
agency or business relationship in order to enter into any such relationship on
behalf of any other business organization in competition with the business
conducted by the Company or any Subsidiary;
(3) is terminated for Cause, or, in the event the Optionee is no longer
employed with the Company, directly or indirectly engages in any activity which
is contrary, inimical or harmful to the interests of the Company or any
Subsidiary, including the disclosure or misuse of any confidential or
competitively sensitive information or trade secrets of the Company or a
Subsidiary or affiliate; or
(4) participates in any activity not approved by the Board which
contributes to or results in the initiation of an action or transaction which,
if consummated, would result in a Change in Control of the Company,
then the Option shall terminate automatically on the date the Optionee engages
in such activity and (x) with respect to any shares of Stock owned by the
Optionee as the result of any exercise of the Option, the Optionee shall, within
five business days of receipt by the Optionee of a written demand therefor, sell
such shares to the Company at a price equal to the lesser of (i) the Fair Market
Value of a share of Stock on the date the Optionee engages in such activity and
(ii) the purchase price per share of Stock set forth in the first paragraph of
this Agreement, and (y) with respect to any shares of Stock acquired by the
Optionee as a result of any exercise of the Option which are not then owned as
of the date on which the Optionee engaged in such activity, the Optionee shall
pay the Company, within five business days of receipt by the Optionee of a
written demand therefor, an amount in cash determined by multiplying the number
of shares of Stock purchased pursuant to each exercise of the Option (without
reduction for any shares of Stock delivered by the Optionee or withheld by the
Company pursuant to Section 2.3 or Section 3.3) by the difference between (i)
the Fair Market Value of a share of Stock on the date of such exercise (or on
the date of any subsequent sale or other disposition, if greater) and (ii) the
purchase price per share of Stock set forth in the first paragraph of this
Agreement.
-7-
<PAGE>
(b) The Optionee may be released from the Optionee's obligations
under Sections 2.2(e) and 2.5(a) only if and to the extent the Committee
determines in its sole discretion that such a release is in the best interests
of the Company.
(c) The Optionee agrees that by executing this Agreement the Optionee
authorizes the Company and its Subsidiaries to deduct any amount or amounts owed
by the Optionee pursuant to Section 2.2(e) or 2.5(a) from any amounts payable by
the Company or any Subsidiary to the Optionee, including, without limitation,
any amount payable to the Optionee as salary, wages, vacation pay or bonus.
This right of setoff shall not be an exclusive remedy and the Company's or a
Subsidiary's election not to exercise this right of setoff with respect to any
amount payable to the Optionee shall not constitute a waiver of this right of
setoff with respect to any other amount payable to the Optionee or any other
remedy.
3. Additional Terms and Conditions of Option.
-----------------------------------------
3.1. Nontransferability of Option. The Option may not be transferred
----------------------------
by the Optionee other than (i) by will or the laws of descent and distribution
or pursuant to beneficiary designation procedures approved by the Company or
(ii) as otherwise permitted under Rule 16b-3 under the Exchange Act. Except to
the extent permitted by the foregoing sentence, during the Optionee's lifetime
the Option is exercisable only by the Optionee or the Optionee's Legal
Representative. Except to the extent permitted by the foregoing, the Option may
not be sold, transferred, assigned, pledged, hypothecated, encumbered or
otherwise disposed of (whether by operation of law or otherwise) or be subject
to execution, attachment or similar process. Upon any attempt to so sell,
transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the
Option, the Option and all rights hereunder shall immediately become null and
void.
3.2. Investment Representation and Restriction. The Optionee hereby
-----------------------------------------
represents and covenants that (a) any share of Stock purchased upon exercise of
the Option will be purchased for investment and not with a view to the
distribution thereof within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), unless such purchase has been registered under
the Securities Act and any applicable state securities laws; (b) any subsequent
sale of any such shares shall be made either
-8-
<PAGE>
pursuant to an effective registration statement under the Securities Act and any
applicable state securities laws, or pursuant to an exemption from registration
under the Securities Act and such state securities laws; (c) to the extent
required by an agreement between one or more underwriters and the Company in
connection with an offering of shares of Stock pursuant to a registration
statement under the Securities Act, the Optionee shall not offer, sell, contract
to sell or otherwise dispose of any shares of Stock purchased upon exercise of
the Option for the period specified in such agreement; (d) to the extent
required by the terms of the Credit Agreement (as defined below), (I) this
Option and all shares of Stock purchased upon exercise of the Option shall be
subject to the terms of the Credit Agreement (as defined below) which may
require, among other things, that this Option and such shares be pledged in
support of the Obligations (as defined in the Credit Agreement), that the
Optionee subordinate amounts owed to him by the Company, if any, to the
Obligations, and/or that Centre Partners II, LLC or an affiliate thereof
("Centre") be granted sole voting and investment power with regard to the shares
when acquired by the Optionee, and (II) the Optionee shall execute from time to
time such pledge agreements, subordination agreements, irrevocable powers of
appointment to Centre or other instruments and to cause to be delivered such
certificates, opinions or supporting documentation as the Agent (as defined in
the Credit Agreement) may require to satisfy the Agent that this Option and the
shares are being acquired subject to the provisions of the Credit Agreement; (e)
all shares of Stock purchased upon exercise of the Option shall be subject to
the terms of the Management Shares Agreement among the Company, certain parties
affiliated with Centre, and certain directors, officers and employees of the
Company, of even date herewith and (f) if requested by the Company, the Optionee
shall submit a written statement, in form satisfactory to the Company, to the
effect that such representation (x) is true and correct as of the date of
purchase of any shares hereunder or (y) is true and correct as of the date of
any sale of any such shares, as applicable. As a further condition precedent to
any exercise of the Option, the Optionee shall comply with all regulations and
requirements of any regulatory authority having control of or supervision over
the issuance or delivery of the shares and, in connection therewith, shall
execute any documents which the Board or the Committee shall in its sole
discretion deem necessary or advisable.
-9-
<PAGE>
3.3. Withholding Taxes. (a) As a condition precedent to the
-----------------
delivery of Stock upon exercise of the Option, the Optionee shall, upon request
by the Company, pay to the Company in addition to the purchase price of the
shares, such amount of cash as the Company may be required, under all applicable
federal, state, local or other laws or regulations, to withhold and pay over as
income or other withholding taxes (the "Required Tax Payments") with respect to
such exercise of the Option. If the Optionee shall fail to advance the Required
Tax Payments after request by the Company, the Company may, in its discretion,
deduct any Required Tax Payments from any amount then or thereafter payable by
the Company to the Optionee.
(b) The Optionee may elect to satisfy his or her obligation to
advance the Required Tax Payments by any of the following means: (1) a cash
payment to the Company pursuant to Section 3.3(a), (2) delivery to the Company
of previously owned whole shares of Stock (which the Optionee has held for at
least six months prior to the delivery of such shares or which the Optionee
purchased on the open market and in each case for which the Optionee has good
title, free and clear of all liens and encumbrances) having a Fair Market Value,
determined as of the date the obligation to withhold or pay taxes first arises
in connection with the Option (the "Tax Date"), equal to the Required Tax
Payments, (3) authorizing the Company to withhold whole shares of Stock which
would otherwise be delivered to the Optionee upon exercise of the Option having
a Fair Market Value, determined as of the Tax Date, equal to the Required Tax
Payments, (4) a cash payment by a broker-dealer acceptable to the Company to
whom the Optionee has submitted an irrevocable notice of exercise or (5) any
combination of (1), (2) and (3); provided, however, that if the Optionee
exercises the option on the Expiration Date, is employed as of such date, and
the shares of Stock are not traded on a national securities exchange or are not
quoted on the Nasdaq National Market as of such date, the Company shall take
reasonable efforts to permit an Optionee to use, in whole or in part, the method
described in clause (3) above. The Committee shall have sole discretion to
disapprove of an election pursuant to any of clauses (2)-(5). Shares of Stock
to be delivered or withheld may not have a Fair Market Value in excess of the
minimum amount of the Required Tax Payments. Any fraction of a share of Stock
which would be required to satisfy any such obligation shall be disregarded and
the remaining amount due shall be paid in cash by the Optionee. No certificate
-10-
<PAGE>
representing a share of Stock shall be delivered until the Required Tax Payments
have been satisfied in full.
(c) Unless the Committee otherwise determines, if the Optionee is
subject to Section 16 of the Exchange Act, the following provisions shall apply
to the Optionee's election to deliver to the Company whole shares of Stock or to
authorize the Company to withhold whole shares of Stock purchasable upon
exercise of the Option in payment of all or a portion of the Optionee's tax
liability in connection with such exercise:
(1) The Optionee may deliver to the Company previously owned whole
shares of Stock in accordance with Section 3.3(b), if such delivery is in
connection with the delivery of shares of Stock in payment of the exercise price
of the Option.
(2) The Optionee may authorize the Company to withhold whole shares of
Stock purchasable upon exercise of the Option in accordance with Section 3.3(b);
provided, that the following provisions shall apply to such election:
(i) Such election may apply only to the Option or any or all options
held by the Optionee, shall be filed with the Committee at least six months
prior to the exercise date of the Option and may not take effect during the six-
month period beginning on the date of grant of the Option (other than in the
event of the Optionee's death) or (ii) such election (A) shall be subject to
approval by the Committee, (B) may not take effect during the six-month period
beginning on the date of grant of the Option (other than in the event of the
Optionee's death), (C) must be filed with the Committee during (or must be filed
with the Committee in advance of, but take effect during) the 10 business day
period beginning on the third business day following the date of release of the
Company's quarterly or annual summary statements of sales and earnings and (D)
the exercise of the Option must occur during such 10 business day period.
Unless the Committee otherwise determines, any election pursuant to clause (i)
may be revoked or changed only if such revocation or change is made at least six
months prior to the exercise of the Option. Any
-11-
<PAGE>
election made pursuant to clause (ii) may be revoked or changed prior to the
exercise of the Option during the 10 business day period.
3.4. Adjustment. In the event of any stock split, stock dividend,
----------
recapitalization, reorganization, merger, consolidation, combination, exchange
of shares, liquidation, spin-off or other similar change in capitalization or
event, or any distribution to holders of Stock other than a regular cash
dividend, the number and class of securities subject to the Option and the
purchase price per security shall be appropriately adjusted by the Committee
without an increase in the aggregate purchase price. If any adjustment would
result in a fractional security being subject to the Option, the Company shall
pay the Optionee, in connection with the first exercise of the Option occurring
after such adjustment, an amount in cash determined by multiplying (i) the
fraction of such security (rounded to the nearest hundredth) by (ii) the excess,
if any, of (A) the Fair Market Value on the exercise date over (B) the exercise
price of the Option. The decision of the Committee regarding any such
adjustment shall be final, binding and conclusive.
3.5. Change in Control. Notwithstanding any provision in this
-----------------
Agreement, in the event of the occurrence of a Change in Control as defined in
paragraph (b)(3) or (4) of Section 3.8 of the Plan in connection with which the
holders of Stock receive shares of common stock that are registered under
Section 12 of the Exchange Act, there shall be substituted for each share of
Stock available under this Plan, whether or not then subject to an outstanding
option, the number and class of shares into which each outstanding share of
Stock shall be converted pursuant to such Change in Control. In the event of
any such substitution, the purchase price per share of each option shall be
appropriately adjusted by the Committee, such adjustments to be made without an
increase in the aggregate purchase price or base price. In the event of the
occurrence of such a Change in Control, the Committee, in its sole discretion,
shall determine the extent to which additional shares of Stock subject to the
Option, if any, shall become exercisable based on its reasonable judgment
regarding whether or the extent to which the Company has achieved the EBITDA
Targets set forth in Section 2.2(a).
(2) Notwithstanding any provision in this Agreement, in the event of
the occurrence of a Change in Control pursuant to
-12-
<PAGE>
paragraph (b)(1) or (2) of Section 3.8 of the Plan, or in the event of the
occurrence of a Change in Control pursuant to paragraph (b)(3) or (4) of Section
3.8 of the Plan in connection with which the holders of Stock receive
consideration other than shares of common stock that are registered under
Section 12 of the Exchange Act, each outstanding option shall be surrendered to
the Company by the holder thereof, and each such option shall immediately be
cancelled by the Company, and the holder shall receive, within 10 business days
of the occurrence of a Change in Control pursuant to paragraph (b)(1) or (2) of
Section 3.8 of the Plan or within 10 business days of the approval of the
stockholders of the Company contemplated by paragraph (b)(3) or (4) of Section
3.8 of the Plan, a cash payment from the Company in an amount equal to the
number of shares of Stock then subject to such option that are exercisable as of
the date of the occurrence of such Change in Control, multiplied by the excess,
if any, of the Fair Market Value of a share of Stock on the date of occurrence
of the Change in Control over (ii) the purchase price per share of Stock subject
to the option. The Company may, but is not required to, cooperate with any
person who is subject to Section 16 of the Exchange Act to assure that any cash
payment in accordance with the foregoing to such person is made in compliance
with Section 16 and the rules and regulations thereunder.
3.6. Limitation on Exercisability in the Case of Default Under Credit
----------------------------------------------------------------
Agreement. Notwithstanding any provision of this Agreement to the contrary, to
- ---------
the extent required by the terms of the credit agreement dated as of July 31,
1996 among the Company, the Lenders (as defined therein) and NationsBank, N.A.
(South) as Swingline Lender, Issuing Bank and Agent (as defined therein) for the
Lenders (as amended, supplemented or replaced from time to time, the "Credit
Agreement"), this Option shall not be exercisable while an "Event of Default" or
a "Default" (within the meaning of such terms as used in the Credit Agreement)
shall have occurred and is continuing.
3.7. Compliance with Applicable Law. The Option is subject to the
------------------------------
condition that if the listing, registration or qualification of the shares
subject to the Option upon any securities exchange or under any law, or the
consent or approval of any governmental body, or the taking of any other action
is necessary or desirable as a condition of, or in connection with, the purchase
or delivery of shares hereunder, the Option may not
-13-
<PAGE>
be exercised, in whole or in part, unless such listing, registration,
qualification, consent or approval shall have been effected or obtained, free of
any conditions not acceptable to the Company. The Company agrees to use
reasonable efforts to effect or obtain any such listing, registration,
qualification, consent or approval.
3.8. Delivery of Information to Optionee. The Company shall forward
-----------------------------------
to the Optionee annual reports to shareholders and annual or quarterly financial
statements of the Company, including the consolidated balance sheet and related
consolidated statements of operations and cash flows for a fiscal year, fiscal
quarter or period of a fiscal year, as applicable, as soon as administratively
practicable after such materials are prepared and distributed or filed, as the
case may be, by the Company. The Optionees shall have the same rights as holders
of shares of Stock to notice with respect to annual or special meetings of
shareholders of the Company, and shall have the right to attend any such
meetings.
3.9. Delivery of Certificates. Upon the exercise of the Option, in
------------------------
whole or in part, the Company shall deliver or cause to be delivered one or more
certificates representing the number of shares purchased against full payment
therefor. The Company shall pay all original issue or transfer taxes and all
fees and expenses incident to such delivery, except as otherwise provided in
Section 3.3.
3.10. Option Confers No Rights as Stockholder. The Optionee shall
---------------------------------------
not be entitled to any privileges of ownership with respect to shares of Stock
subject to the Option unless and until purchased and delivered upon the exercise
of the Option, in whole or in part, and the Optionee becomes a stockholder of
record with respect to such delivered shares; and the Optionee shall not be
considered a stockholder of the Company with respect to any such shares not so
purchased and delivered.
3.11. Option Confers No Rights to Continued Employment. In no event
------------------------------------------------
shall the granting of the Option or its acceptance by the Optionee give or be
deemed to give the Optionee any right to continued employment by the Company or
any affiliate of the Company.
-14-
<PAGE>
3.12. Decisions of Board or Committee. The Board or the Committee
-------------------------------
shall have the right to resolve all questions which may arise in connection with
the Option or its exercise. Any interpretation, determination or other action
made or taken by the Board or the Committee regarding the Plan or this Agreement
shall be final, binding and conclusive.
3.13. Company to Reserve Shares. The Company shall at all times
-------------------------
prior to the expiration or termination of the Option reserve and keep available,
either in its treasury or out of its authorized but unissued shares of Stock,
the full number of shares subject to the Option from time to time.
3.14. Agreement Subject to the Plan. This Agreement is subject to
-----------------------------
the provisions of the Plan and shall be interpreted in accordance therewith.
The Optionee hereby acknowledges receipt of a copy of the Plan.
4. Miscellaneous Provisions.
------------------------
4.1. Designation as Nonqualified Stock Option. The Option is hereby
----------------------------------------
designated as not constituting an "incentive stock option" within meaning of
section 422 of the Internal Revenue Code of 1986, as amended (the "Code"); this
Agreement shall be interpreted and treated consistently with such designation.
4.2. Meaning of Certain Terms. (a) As used herein, employment by
------------------------
the Company shall include employment by an affiliate of the Company. References
in this Agreement to sections of the Code shall be deemed to refer to any
successor section of the Code or any successor internal revenue law.
(b) As used herein, the term "Legal Representative" shall include an
executor, administrator, legal representative, guardian or similar person and
the term "Permitted Transferee" shall include any transferee pursuant to a
transfer permitted under Section 3.4 of the Plan and Section 3.1 hereof or (ii)
designated pursuant to beneficiary designation procedures approved by the
Company.
4.3. Successors. This Agreement shall be binding upon and inure to
----------
the benefit of any successor or successors of the Company and any person or
persons who shall, upon the death of
-15-
<PAGE>
the Optionee, acquire any rights hereunder in accordance with this Agreement or
the Plan.
4.4. Notices. All notices, requests or other communications provided
-------
for in this Agreement shall be made, if to the Company, to Firearms Training
Systems, Inc., 7340 McGinnis Ferry Road, Suwanee, Georgia 30174, Attention:
Corporate Secretary, and if to the Optionee, to Peter A. Marino at his most
recent home address on file with the Company. All notices, requests or other
communications provided for in this Agreement shall be made in writing either
(a) by personal delivery to the party entitled thereto, (b) by facsimile with
confirmation of receipt, (c) by mailing in the United States mails to the last
known address of the party entitled thereto or (d) by express courier service.
The notice, request or other communication shall be deemed to be received upon
personal delivery, upon confirmation of receipt of facsimile transmission or
upon receipt by the party entitled thereto if by United States mail or express
courier service; provided, however, that if a notice, request or other
communication sent to the Company is not received during regular business hours,
it shall be deemed to be received on the next succeeding business day of the
Company.
4.5. Governing Law. This Agreement, the Option and all
-------------
determinations made and actions taken pursuant hereto and thereto, to the extent
not governed by the laws of the United States, shall be governed by the laws of
the State of Delaware and construed in accordance therewith without giving
effect to principles of conflicts of laws.
-16-
<PAGE>
4.6. Counterparts. This Agreement may be executed in two
------------
counterparts each of which shall be deemed an original and both of which
together shall constitute one and the same instrument.
FIREARMS TRAINING SYSTEMS, INC.
By:/s/ Lester Pollack /s/ Jonathan H. Kagan
-----------------------------------------
Name: Lester Pollack Jonathan H. Kagan
Title: Chairman of Secretary
the Board
Accepted this 18th day of
September, 1996.
/s/ Peter A. Marino
-----------------------------
Optionee
-17-
<PAGE>
EXHIBIT 10.16
FIREARMS TRAINING SYSTEMS, INC.
STOCK OPTION AGREEMENT
SERIES C
Firearms Training Systems, Inc., a Delaware corporation (the "Company"),
hereby grants to William Bratton (the "Optionee") as of September 18, 1996 (the
"Option Date"), pursuant to the provisions of the Firearms Training Systems,
Inc. Stock Option Plan (the "Plan"), a non-qualified option to purchase from the
Company (the "Option") 10,000 shares of its Class A Common Stock, $0.00001 par
value ("Stock"), at the price of $5.40 per share upon and subject to the terms
and conditions set forth below. Capitalized terms not defined herein shall have
the meanings specified in the Plan.
1. Option Subject to Acceptance of Agreement. The Option shall be null
-----------------------------------------
and void unless the Optionee shall accept this Agreement by executing it in the
space provided below and returning such original execution copy to the Company.
2. Time and Manner of Exercise of Option.
-------------------------------------
2.1. Maximum Term of Option. In no event may the Option be exercised, in
----------------------
whole or in part, after the seventh anniversary of the Option Date (the
"Expiration Date").
2.2. Exercise of Option. (a) Except as otherwise provided in Section 3.4
------------------
below (relating to a change in control of the Company) and Section 3.5 below
(relating to certain restrictions contained in the Credit Agreement, as defined
below) the Option shall become exercisable with respect to thirty-three and one-
third percent (33-1/3%) of the shares of Stock subject to the Option of the
Option Date on the first anniversary of the Option Date, an additional thirty-
three and one-third percent (33-1/3%) of the shares of Stock subject to the
Option Date on the second anniversary of the Option Date and an additional one-
third percent (33-1/3%) of the shares of Stock subject to the Option Date on the
third anniversary of the Option Date.
(b) If the Optionee ceases to be a director of the Company by reason of
Disability, the Option shall be exercisable
<PAGE>
only to the extent it is exercisable on the effective date of the Optionee's
ceasing to be a director and may thereafter be exercised by the Optionee or the
Optionee's Legal Representative until the Expiration Date.
(c) If the Optionee ceases to be a director of the Company by reason of
the Optionee's death, the Option shall be exercisable only to the extent it is
exercisable on the date of death and may thereafter be exercised by the
Optionee's Legal Representative or Permitted Transferees, as the case may be,
until the Expiration Date.
(d) If the Optionee ceases to be a director of the Company for any reason
other than as described in subsection (b) or (c) above, the Option shall be
exercisable only to the extent it is exercisable on the effective date of the
Optionee's ceasing to be a director and may thereafter be exercised by the
Optionee or the Optionee's Legal Representative until and including the earliest
to occur of (i) the date which is 180 days after the effective date of the
Optionee's ceasing to be a director and (ii) the Expiration Date.
Notwithstanding the foregoing, with respect to an Optionee who has never
provided services to the Company as an employee thereof, the Option shall be
exercisable with respect to all of the Stock subject to the Option on the Option
Date if the Optionee ceases to be a director pursuant to this subsection (d) for
any reason other than (i) the Optionee's failure properly to perform his duties
as a director of the Company, or (ii) under circumstances which, if the Optionee
were an employee of the Company, would constitute termination for Cause (as
defined in the Plan).
2.3. Method of Exercise. Subject to the limitations set forth in this
------------------
Agreement, the Option may be exercised by the Optionee (1) by giving written
notice to the Company, the form of which is set forth on Exhibit A to this
---------
Agreement, specifying the number of whole shares of Stock to be purchased and
accompanied by payment therefor in full (or arrangement made for such payment to
the Company's satisfaction) either (i) in cash, (ii) by delivery of previously
owned whole shares of Stock (which the Optionee has held for at least six months
prior to the delivery of such shares or which the Optionee purchased on the open
market and in each case for which the Optionee has good title, free and clear of
all liens and encumbrances) having a Fair Market Value, determined as of the
date of exercise, equal to the aggregate
-2-
<PAGE>
purchase price payable pursuant to the Option by reason of such exercise, (iii)
in cash by a broker-dealer acceptable to the Company to whom the Optionee has
submitted an irrevocable notice of exercise or (iv) a combination of (i), (ii)
and (iii), and (2) by executing such documents as the Company may reasonably
request. The Committee shall have sole discretion to disapprove of an election
pursuant to any of clauses (ii) - (iv). Any fraction of a share of Stock which
would be required to pay such purchase price shall be disregarded and the
remaining amount due shall be paid in cash by the Optionee. No certificate
representing a share of Stock shall be delivered until the full purchase price
therefor has been paid.
2.4. Termination of Option. (a) In no event may the Option be exercised
---------------------
after it terminates as set forth in this Section 2.4. The Option shall
terminate, to the extent not exercised pursuant to Section 2.3 or earlier
terminated pursuant to Section 2.2, on the Expiration Date.
(b) In the event that rights to purchase all or a portion of the shares of
Stock subject to the Option expire or are exercised, cancelled or forfeited, the
Optionee shall, upon the Company's request, promptly return this Agreement to
the Company for full or partial cancellation, as the case may be. Such
cancellation shall be effective regardless of whether the Optionee returns this
Agreement. If the Optionee continues to have rights to purchase shares of Stock
hereunder, the Company shall, within 10 business days of the Optionee's delivery
of this Agreement to the Company, either (i) mark this Agreement to indicate the
extent to which the Option has expired or been exercised, cancelled or forfeited
or (ii) issue to the Optionee a substitute option agreement applicable to such
rights, which agreement shall otherwise be substantially similar to this
Agreement in form and substance.
3. Additional Terms and Conditions of Option.
-----------------------------------------
3.1. Nontransferability of Option. The Option may not be transferred by
----------------------------
the Optionee other than (i) by will or the laws of descent and distribution or
pursuant to beneficiary designation procedures approved by the Company or (ii)
as otherwise permitted under Rule 16b-3 under the Exchange Act. Except to the
extent permitted by the foregoing sentence, during the Optionee's lifetime the
Option is exercisable only by the
-3-
<PAGE>
Optionee or the Optionee's Legal Representative. Except to the extent permitted
by the foregoing, the Option may not be sold, transferred, assigned, pledged,
hypothecated, encumbered or otherwise disposed of (whether by operation of law
or otherwise) or be subject to execution, attachment or similar process. Upon
any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or
otherwise dispose of the Option, the Option and all rights hereunder shall
immediately become null and void.
3.2. Investment Representation and Restrictions. The Optionee hereby
------------------------------------------
represents and covenants that (a) any share of Stock purchased upon exercise of
the Option will be purchased for investment and not with a view to the
distribution thereof within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), unless such purchase has been registered under
the Securities Act and any applicable state securities laws; (b) any subsequent
sale of any such shares shall be made either pursuant to an effective
registration statement under the Securities Act and any applicable state
securities laws, or pursuant to an exemption from registration under the
Securities Act and such state securities laws; (c) to the extent required by an
agreement between one or more underwriters and the Company in connection with an
offering of shares of Stock pursuant to a registration statement under the
Securities Act, the Optionee shall not offer, sell, contract to sell or
otherwise dispose of any shares of Stock purchased upon exercise of the Option
for the period specified in such agreement; (d) to the extent required by the
terms of the Credit Agreement (as defined below), (I) this Option and all shares
of Stock purchased upon exercise of the Option shall be subject to the terms of
the Credit Agreement (as defined below) which may require, among other things,
that this Option and such shares be pledged in support of the Obligations (as
defined in the Credit Agreement), that the Optionee subordinate amounts owed to
him by the Company, if any, to the Obligations, and/or that Centre Partners II,
LLC or an affiliate thereof ("Centre") be granted sole voting and investment
power with regard to the shares when acquired by the Optionee, and (II) the
Optionee shall execute from time to time such pledge agreements, subordination
agreements, irrevocable powers of appointment to Centre or other instruments and
to cause to be delivered such certificates, opinions or supporting documentation
as the Agent (as defined in the Credit Agreement) may require to satisfy the
Agent that this Option and the shares are being acquired subject to the
provisions of the Credit Agreement; (e)
-4-
<PAGE>
if requested by the Company, the Optionee shall submit a written statement, in
form satisfactory to the Company, to the effect that such representation (x) is
true and correct as of the date of purchase of any shares hereunder or (y) is
true and correct as of the date of any sale of any such shares, as applicable.
As a further condition precedent to any exercise of the Option, the Optionee
shall comply with all regulations and requirements of any regulatory authority
having control of or supervision over the issuance or delivery of the shares
and, in connection therewith, shall execute any documents which the Board or the
Committee shall in its sole discretion deem necessary or advisable.
3.3. Adjustment. In the event of any stock split, stock dividend,
----------
recapitalization, reorganization, merger, consolidation, combination, exchange
of shares, liquidation, spin-off or other similar change in capitalization or
event, or any distribution to holders of Stock other than a regular cash
dividend, the number and class of securities subject to the Option and the
purchase price per security shall be appropriately adjusted by the Committee
without an increase in the aggregate purchase price. If any adjustment would
result in a fractional security being subject to the Option, the Company shall
pay the Optionee, in connection with the first exercise of the Option occurring
after such adjustment, an amount in cash determined by multiplying (i) the
fraction of such security (rounded to the nearest hundredth) by (ii) the excess,
if any, of (A) the Fair Market Value on the exercise date over (B) the exercise
price of the Option. The decision of the Committee regarding any such
adjustment shall be final, binding and conclusive.
3.4. Change in Control. Notwithstanding any provision in this Agreement,
-----------------
in the event of the occurrence of a Change in Control as defined in paragraph
(b)(3) or (4) of Section 3.8 of the Plan in connection with which the holders of
Stock receive shares of common stock that are registered under Section 12 of the
Exchange Act, all outstanding options shall immediately be exercisable in full
and there shall be substituted for each share of Stock available under this
Plan, whether or not then subject to an outstanding option, the number and class
of shares into which each outstanding share of Stock shall be converted pursuant
to such Change in Control. In the event of any such substitution, the purchase
price per share of each option shall be appropriately adjusted by the Committee,
such adjustments to
-5-
<PAGE>
be made without an increase in the aggregate purchase price or base price.
(2) Notwithstanding any provision in this Agreement, in the event of the
occurrence of a Change in Control pursuant to paragraph (b)(1) or (2) of Section
3.8 of the Plan, or in the event of the occurrence of a Change in Control
pursuant to paragraph (b)(3) or (4) of Section 3.8 of the Plan in connection
with which the holders of Stock receive consideration other than shares of
common stock that are registered under Section 12 of the Exchange Act, each
outstanding option shall be surrendered to the Company by the holder thereof,
and each such option shall immediately be cancelled by the Company, and the
holder shall receive, within 10 business days of the occurrence of a Change in
Control pursuant to paragraph (b)(1) or (2) of Section 3.8 of the Plan or within
10 business days of the approval of the stockholders of the Company contemplated
by paragraph (b)(3) or (4) of Section 3.8 of the Plan, a cash payment from the
Company in an amount equal to the number of shares of Stock then subject to such
option, multiplied by the excess, if any, of the Fair Market Value of a share of
Stock on the date of occurrence of the Change in Control over (ii) the purchase
price per share of Stock subject to the option. The Company may, but is not
required to, cooperate with any person who is subject to Section 16 of the
Exchange Act to assure that any cash payment in accordance with the foregoing to
such person is made in compliance with Section 16 and the rules and regulations
thereunder.
3.5. Limitation on Exercisability in the Case of Default Under Credit
----------------------------------------------------------------
Agreement. Notwithstanding any provision of this Agreement to the contrary, to
- ---------
the extent required by the terms of the credit agreement dated as of July 31,
1996 among the Company, the Lenders (as defined therein) and NationsBank, N.A.
(South) as Swingline Lender, Issuing Bank and Agent (as defined therein) for the
Lenders (as amended, supplemented or replaced from time to time, the "Credit
Agreement"), this Option shall not be exercisable while an "Event of Default" or
a "Default" (within the meaning of such terms as used in the Credit Agreement)
shall have occurred and is continuing.
3.6. Compliance with Applicable Law. The Option is subject to the
------------------------------
condition that if the listing, registration or qualification of the shares
subject to the Option upon any securities exchange or under any law, or the
consent or approval
-6-
<PAGE>
of any governmental body, or the taking of any other action is necessary or
desirable as a condition of, or in connection with, the purchase or delivery of
shares hereunder, the Option may not be exercised, in whole or in part, unless
such listing, registration, qualification, consent or approval shall have been
effected or obtained, free of any conditions not acceptable to the Company. The
Company agrees to use reasonable efforts to effect or obtain any such listing,
registration, qualification, consent or approval.
3.7. Delivery of Certificates. Upon the exercise of the Option, in whole
------------------------
or in part, the Company shall deliver or cause to be delivered one or more
certificates representing the number of shares purchased against full payment
therefor. The Company shall pay all original issue or transfer taxes and all
fees and expenses incident to such delivery.
3.8. Option Confers No Rights as Stockholder. The Optionee shall not
---------------------------------------
be entitled to any privileges of ownership with respect to shares of Stock
subject to the Option unless and until purchased and delivered upon the exercise
of the Option, in whole or in part, and the Optionee becomes a stockholder of
record with respect to such delivered shares; and the Optionee shall not be
considered a stockholder of the Company with respect to any such shares not so
purchased and delivered.
3.9. Option Confers No Rights to Continue to Serve as a Director. In no
-----------------------------------------------------------
event shall the granting of the Option or its acceptance by the Optionee give or
be deemed to give the Optionee any right to continue to serve, to be elected or
reelected to serve or to be nominated to serve as a director of the Company.
3.10. Decisions of Board or Committee. The Board or the Committee shall
-------------------------------
have the right to resolve all questions which may arise in connection with the
Option or its exercise. Any interpretation, determination or other action made
or taken by the Board or the Committee regarding the Plan or this Agreement
shall be final, binding and conclusive.
3.11. Company to Reserve Shares. The Company shall at all times prior to
-------------------------
the expiration or termination of the Option reserve and keep available, either
in its treasury or out of its authorized but unissued shares of Stock, the full
number of shares subject to the Option from time to time.
-7-
<PAGE>
3.12. Agreement Subject to the Plan. This Agreement is subject to the
-----------------------------
provisions of the Plan and shall be interpreted in accordance therewith. The
Optionee hereby acknowledges receipt of a copy of the Plan.
4. Miscellaneous Provisions.
------------------------
4.1. Designation as Nonqualified Stock Option. The Option is hereby
----------------------------------------
designated as not constituting an "incentive stock option" within meaning of
section 422 of the Internal Revenue Code of 1986, as amended (the "Code"); this
Agreement shall be interpreted and treated consistently with such designation.
4.2. Meaning of Certain Terms. (a) As used herein, employment by the
------------------------
Company shall include employment by an affiliate of the Company. References in
this Agreement to sections of the Code shall be deemed to refer to any successor
section of the Code or any successor internal revenue law.
(b) As used herein, the term "Legal Representative" shall include an
executor, administrator, legal representative, guardian or similar person and
the term "Permitted Transferee" shall include any transferee (i) pursuant to a
transfer permitted under Section 3.4 of the Plan and Section 3.1 hereof or (ii)
designated pursuant to beneficiary designation procedures approved by the
Company.
4.3. Successors. This Agreement shall be binding upon and inure to the
----------
benefit of any successor or successors of the Company and any person or persons
who shall, upon the death of the Optionee, acquire any rights hereunder in
accordance with this Agreement or the Plan.
4.4. Notices. All notices, requests or other communications provided for
-------
in this Agreement shall be made, if to the Company, to Firearms Training
Systems, Inc., 7340 McGinnis Ferry Road, Suwanee, Georgia 30174, Attention:
Corporate Secretary, and if to the Optionee, to William Bratton, c/o First
Security Consulting, 1285 Avenue of the Americas, 35th Floor, New York, New York
10019. All notices, requests or other communications provided for in this
Agreement shall be made in writing either (a) by personal delivery to the party
entitled thereto, (b) by facsimile with confirmation of receipt, (c) by
-8-
<PAGE>
mailing in the United States mails to the last known address of the party
entitled thereto or (d) by express courier service. The notice, request or other
communication shall be deemed to be received upon personal delivery, upon
confirmation of receipt of facsimile transmission or upon receipt by the party
entitled thereto if by United States mail or express courier service; provided,
however, that if a notice, request or other communication sent to the Company is
not received during regular business hours, it shall be deemed to be received on
the next succeeding business day of the Company.
4.5. Governing Law. This Agreement, the Option and all determinations
-------------
made and actions taken pursuant hereto and thereto, to the extent not governed
by the laws of the United States, shall be governed by the laws of the State of
Delaware and construed in accordance therewith without giving effect to
principles of conflicts of laws.
-9-
<PAGE>
4.6. Counterparts. This Agreement may be executed in two counterparts
------------
each of which shall be deemed an original and both of which together shall
constitute one and the same instrument.
FIREARMS TRAINING SYSTEMS, INC.
By: /s/ Scott Perekslis
-------------------------------
Name: Scott Perekslis
Title: Vice President
Accepted this ____ day of
September, 1996.
/s/ William Bratton
- ------------------------------
Optionee
-10-
<PAGE>
EXHIBIT 10.17
REGISTRATION RIGHTS AGREEMENT
dated as of July 31, 1996
among
FIREARMS TRAINING SYSTEMS, INC.
and
THE INSTITUTIONAL HOLDERS SET FORTH ON SCHEDULE I
<PAGE>
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of July 31, 1996
among Firearms Training Systems, Inc., a Delaware corporation (the "Company"),
and the entities set forth on Schedule I (the "Institutional Holders").
RECITALS
--------
WHEREAS, the Company, Firearms Training Systems International N.V., a
Netherlands Antilles corporation ("FATS International"), and the Institutional
Holders are parties to the Recapitalization and Stock Purchase and Sale
Agreement dated as of June 5, 1996, as amended through the date hereof (the
"Recapitalization Agreement"), pursuant to which the Institutional Holders
purchased Common Stock of the Company, a portion of the Common Stock held by
FATS International was redeemed and the Company was recapitalized (the
"Recapitalization"); and
WHEREAS, the parties hereto hereby desire to set forth the Holders' rights
and the Company's obligations to cause the registration of the Registrable
Securities pursuant to the Securities Act;
NOW, THEREFORE, in consideration of the purchase by the Institutional
Holders of the Shares and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. Definitions and Usage.
---------------------
As used in this Agreement:
1.1. Definitions.
-----------
Agent. "Agent" means the principal placement agent on an agented
-----
placement of Registrable Securities.
Commission. "Commission" shall mean the Securities and Exchange
----------
Commission.
<PAGE>
Common Stock. "Common Stock" shall mean (i) the Class A Common Stock,
------------
par value $.00001 per share, and Class B Non-voting Common Stock, par value
$.00001 per share, of the Company, and (ii) shares of capital stock of the
Company issued by the Company in respect of or in exchange for shares of such
Class A Common Stock or Class B Non-voting Common Stock in connection with any
stock dividend or distribution, stock split-up, recapitalization, recombination
or exchange by the Company generally of shares of such Class A Common Stock or
Class B Non-voting Common Stock.
Continuously Effective. "Continuously Effective", with respect to a
----------------------
specified registration statement, shall mean that it shall not cease to be
effective and available for Transfers of Registrable Securities thereunder for
longer than either (i) any ten (10) consecutive business days, or (ii) an
aggregate of fifteen (15) business days during the period specified in the
relevant provision of this Agreement.
Demanding Holders. "Demanding Holders" shall have the meaning
-----------------
set forth in Section 2.1(a).
--------------
Demand Registration. "Demand Registration" shall have the
-------------------
meaning set forth in Section 2.1(a).
--------------
Exchange Act. "Exchange Act" shall mean the Securities Exchange
------------
Act of 1934.
Financing Securities. "Financing Securities" shall mean (i) all
--------------------
securities issued by the Company (including any notes, preferred stock and/or
warrants) in connection with the financing of the Recapitalization obtained as
reflected in the Bridge Financing Commitment Letter dated June 5, 1996 issued by
NationsBridge, L.L.C. to Centre Partners Management LLC, and any Refinancing
Securities, as defined in such Bridge Financing Commitment Letter and (ii) any
securities issued by the Company in connection with a "Refinancing Mandatory
Prepayment" (as defined in the Recapitalization Financing Commitment Letter
dated June 5, 1996 issued by NationsBank, N.A. (South) to Centre Partners
Management LLC), including any securities issued in a Refinancing Mandatory
Prepayment involving a private placement, under Rule 144A, or in a registered
public offering.
Holder or Holders. "Holder" or "Holders" shall mean, as applicable,
-----------------
the Institutional Holders and any Person to which rights under this Agreement
are transferred pursuant to Section 10 hereof.
----------
<PAGE>
Initial Public Offering. "Initial Public Offering" means the first
-----------------------
offering of shares of Common Stock registered pursuant to the Securities Act.
Institutional Holders. "Institutional Holders" has the meaning set
---------------------
forth in the initial paragraph of this Agreement.
Majority Selling Holders. "Majority Selling Holders" means, with
------------------------
respect to a specified registration pursuant to this Agreement, those Selling
Holders whose Registrable Securities included in such registration represent a
majority of the Registrable Securities of all Selling Holders included therein.
NV Holders. "NV Holders" means FATS International and any other
----------
Person defined as a Holder within the meaning of the NV Registration Rights
Agreement.
NV Registration Rights Agreement. "NV Registration Rights Agreement"
--------------------------------
means the Registration Rights Agreement dated as of the date hereof executed
pursuant to the Recapitalization Agreement among the Company, the Institutional
Holders and FATS International.
Other Securities. "Other Securities" means those shares of Common
----------------
Stock or other securities convertible into, exercisable for or exchangeable for,
shares of Common Stock and that do not constitute Primary Securities, Financing
Securities or Registrable Securities.
Person. "Person" shall mean any individual, corporation, partnership,
------
joint venture, association, joint-stock company, limited liability company,
trust, unincorporated organization or government or other agency or political
subdivision thereof.
Piggyback Registration. "Piggyback Registration" shall have the
----------------------
meaning set forth in Section 3.
---------
Primary Securities. "Primary Securities" means the authorized but
------------------
unissued shares of Common Stock and shares of Common Stock held by the Company
in its treasury.
<PAGE>
Register, Registered and Registration. "Register", "registered", and
-------------------------------------
"registration" shall refer to a registration effected by preparing and filing a
registration statement or similar document in compliance with the Securities
Act, and the declaration or ordering by the Commission of effectiveness of such
registration statement or document.
Registrable Securities. "Registrable Securities" shall mean: (i) the
----------------------
Shares owned by the Holders on the date hereof, and/or owned by the Holders on
the date of determination; (ii) any shares of Common Stock issued as (or
issuable upon the conversion or exercise of any warrant, right or other security
which is issued as) a dividend or other distribution with respect to, or in
exchange by the Company generally for, or in replacement by the Company
generally of, such Shares; and (iii) any securities issued in exchange for
Shares in any merger or reorganization of the Company; provided, however, that
-------- -------
Registrable Securities shall not include any securities which have theretofore
been registered and sold pursuant to the Securities Act or which have been
transferred pursuant to Rule 144 or any similar rule promulgated by the
Commission pursuant to the Securities Act; provided further, the Company shall
-------- -------
have no obligation under Sections 2 and 3 to register any Registrable Securities
----------------
of a Holder if the Company shall deliver to the Holder an opinion of counsel
reasonably satisfactory to the Holder and its counsel to the effect that the
proposed sale or disposition of all of the Registrable Securities for which
registration was requested does not require registration under the Securities
Act for a sale or disposition in a single public sale in the manner contemplated
by the Holder, and offers to remove any and all legends restricting transfer
from the certificates evidencing such Registrable Securities.
Registrable Securities Then Outstanding. "Registrable Securities Then
---------------------------------------
Outstanding" shall mean, with respect to a specified determination date, all of
the Registrable Securities owned by the Holders on such date.
Registration Expenses. "Registration Expenses" shall have the
---------------------
meaning set forth in Section 6.1.
-----------
Securities Act. "Securities Act" shall mean the Securities Act
--------------
of 1933, as amended.
Selling Holders. "Selling Holders" shall mean, with respect to a
---------------
specified registration pursuant to this Agreement, Holders whose Registrable
Securities are included in such registration.
<PAGE>
Shares. "Shares" shall mean shares of Common Stock or other
------
securities convertible into, exercisable for or exchangeable for, shares of
Common Stock.
Transfer. "Transfer," with respect to any securities, shall mean and
--------
include the act of selling, giving, transferring, creating a trust for (voting
or otherwise), assigning or otherwise disposing of such securities (other than
pledging, hypothecating or otherwise transferring as security) (and correlative
words shall have correlative meanings); provided however, that any transfer or
-------- -------
other disposition upon foreclosure or other exercise of remedies of a secured
creditor after an event of default under or with respect to a pledge,
hypothecation or other transfer as security shall constitute a "Transfer."
Underwriters' Representative. "Underwriters' Representative" shall
----------------------------
mean the managing underwriter, or, in the case of a co-managed underwriting, the
managing underwriter designated as the Underwriters' Representative by the co-
managers.
Violation. "Violation" shall have the meaning set forth in
---------
Section 7.1.
- -----------
1.2. Usage.
-----
(a) References to a Person are also references to its assigns and
successors in interest (by means of merger, consolidation or sale of all or
substantially all the assets of such Person or otherwise, as the case may be).
(b) References to Registrable Securities "owned" by a Holder shall
include Registrable Securities beneficially owned by such Person but which are
held of record in the name of a nominee, trustee, custodian, or other agent.
(c) The definitions set forth herein are equally applicable both to
the singular and plural forms and the feminine, masculine and neuter forms of
the terms defined.
(d) The "date of" any notice or request given pursuant to this
Agreement shall be determined in accordance with Section 11.
----------
(e) References to a document are to it as amended, waived and
otherwise modified from time to time and references to a statute or other
governmental rule are to it as amended and otherwise modified from time to time
(and references to any provision thereof shall include references to any
successor provision).
<PAGE>
(f) References to Sections or to Schedules or Exhibits are to sections
hereof or schedules or exhibits hereto unless the context otherwise requires.
(g) The term "including" and correlative terms shall be deemed to be
followed by without limitation whether or not followed by such words or words
of like import.
(h) The term "hereof" and similar terms refer to this Agreement
as a whole.
Section 2. Demand Registration.
-------------------
2.1.
(a) At any time on or after the date of this Agreement, if one or more
Holders that own an aggregate of a majority of the Registrable Securities Then
Outstanding shall make a written request to the Company (the "Demanding
Holders"), the Company shall cause there to be promptly filed with the
Commission a registration statement meeting the requirements of the Securities
Act (a "Demand Registration"), and each Demanding Holder shall be entitled to
have included therein (subject to Section 2.6) all or such number of Registrable
-----------
Securities as such Demanding Holder shall request in writing; provided, however,
-------- -------
that no request may be made pursuant to this Section 2.1 if within nine (9)
-----------
months prior to the date of such request a Demand Registration pursuant to this
Section 2.1 shall have been satisfied (as provided in Section 2.3). Any request
- ----------- -----------
made pursuant to this Section 2.1 shall be addressed to the attention of the
-----------
Secretary of the Company with a copy to the President of the Company, and shall
specify the number of Registrable Securities to be registered, the intended
methods of disposition thereof and that the request is for a Demand Registration
pursuant to this Section 2.1(a).
--------------
(b) The Company shall be entitled to postpone for up to 120 days from
receipt of the written request for a Demand Registration the filing of any
Demand Registration statement otherwise required to be prepared and filed
pursuant to this Section 2.1, if the Board determines, in its good faith
-----------
reasonable judgment, that such registration and the Transfer of Registrable
Securities contemplated thereby would materially interfere with, or require
premature disclosure of, (a) any financing, acquisition or reorganization
involving the Company or any of its material wholly owned subsidiaries or (b)
any other material contract under active negotiation by the Company or any of
its subsidiaries, disclosure of which is prohibited by applicable regulation,
and the Company promptly gives the Demanding Holders notice of such
determination; provided, however, that the Company shall not have postponed
-------- -------
<PAGE>
pursuant to this Section 2.1(b) the filing of any other Demand Registration
--------------
statement otherwise required to be prepared and filed pursuant to this Section
-------
2.1 during the 6 month period ended on the date of the relevant request pursuant
- ---
to Section 2.1(a); and provided further that the Company shall file any
-------------- -------- ------- ----
registration statement postponed pursuant to this Section 2.1(b) as soon as
--------------
reasonably practicable following the cessation of the conditions specified in
clauses (a) or (b) of this Section 2.1(b) if prior to the expiration of the 120-
--------------
day period.
2.2. Following receipt of a request for a Demand Registration,
the Company shall:
(a) File the registration statement with the Commission as promptly as
practicable, and shall use the Company's reasonable best efforts to have the
registration statement declared effective under the Securities Act as soon as
reasonably practicable, in each instance giving due regard to the need to
prepare current financial statements, conduct due diligence and complete other
actions that are reasonably necessary to effect a registered public offering.
(b) Use the Company's reasonable best efforts to keep the registration
statement Continuously Effective for up to 120 days or until such earlier date
as of which all the Registrable Securities included in the registration
statement shall have been disposed of in the manner described in the
registration statement. Notwithstanding the foregoing, if for any reason the
effectiveness of a registration statement pursuant to this Section 2 is
---------
postponed as permitted by Section 2.1(b), the foregoing period shall be extended
--------------
by the aggregate number of days of such postponement.
(c) Whenever the Company shall have received a demand pursuant to
Section 2.1(a) to effect the registration of any Registrable Shares, the Company
- --------------
shall promptly give written notice of such proposed registration to all Holders
and the NV Holders. Any Holder may, within thirty (30) days after receipt of
such notice, request in writing that all of such Holder's Registrable Shares, or
any portion thereof designated by such Holder, be included in the registration.
2.3. The Company shall not be obligated to effect more than ten (10)
Demand Registrations. For purposes of the preceding sentence, registration shall
not be deemed to have been effected (i) unless a registration statement with
respect thereto has become effective, (ii) if after such registration statement
has become effective, such registration or the related offer, sale or
distribution of Registrable Securities thereunder is interfered with by any stop
order, injunction or other order or requirement of the Commission or other
governmental
<PAGE>
agency or court for any reason not attributable to the Selling Holders and such
interference is not thereafter eliminated, or (iii) if the conditions to closing
specified in the underwriting agreement, if any, entered into in connection with
such registration are not satisfied or waived, other than by reason of a failure
on the part of the Selling Holders. If the Company shall have complied with its
obligations under this Agreement, a right to demand a registration pursuant to
this Section 2 shall be deemed to have been satisfied upon the earlier of (x)
---------
the date as of which all of the Registrable Securities included therein shall
have been disposed of pursuant to a registration statement, and (y) the date as
of which such Demand Registration shall have been Continuously Effective for a
period of 120 days, provided no stop order or similar order, or proceedings for
such an order, is thereafter entered or initiated.
2.4. The Company may, at its sole option, elect to satisfy a
request for a Demand Registration on Form S-2 or Form S-3 promulgated under the
Securities Act (or any successor forms thereto), if such forms are then
available to the Company; provided, however, that the Majority Selling Holders
-------- -------
or the Underwriters' Representative of the proposed offering shall have the
right to require that the Company disclose in the registration statement and
form of prospectus included therein the type of information that would be
required in a Form S-1 registration statement if the Underwriters'
Representative reasonably deems such disclosure to be advisable in order to
successfully market the securities intended to be sold in such offering.
2.5. If any registration pursuant to Section 2 involves an
---------
underwritten offering (whether on a "firm," "best efforts" or "all reasonable
efforts" basis or otherwise), or an agented offering, the Majority Selling
Holders shall have the right to select the managing underwriter and lead manager
to administer such underwritten offering or the lead placement agent for such
agented offering; provided, however, that each Person so selected shall be
-------- -------
reasonably acceptable to the Company; and provided, further, that the Company
--------- -------
shall have the right to select a co-managing underwriter or co-manager to
administer an underwritten offering and a co-placement agent if an agented
offering, provided that each Person so selected by the Company shall be
--------
reasonably acceptable to the Majority Selling Holders.
2.6.
(a) With respect to any registration pursuant to this Section 2, the
---------
Company may include in such registration any Financing Securities, Primary
Securities or Other Securities, including Other Securities held by the NV
Holders; provided, however, that if the Underwriters' Representative or Agent
advises the Company in writing (with a copy to each Selling Holder) that the
inclusion of all Registrable Securities of the Selling Holders, the
<PAGE>
Financing Securities, the Primary Securities and the Other Securities proposed
to be included would materially interfere with the successful marketing
(including pricing) of the Registrable Securities proposed to be included in
such registration, then the number of Registrable Securities, Financing
Securities, Primary Securities and Other Securities proposed to be included in
such registration shall be included in the following order:
(i) If Financing Securities are included in the
registration, then, (A) first, the Other Securities held by the
-----
NV Holders requested to be included in such registration pursuant
to the NV Registration Rights Agreement and all Financing
Securities being registered pursuant to the exercise of
contractual rights comparable to the rights granted in either
this Section 2 or Section 3, pro rata based on the estimated
--------- ---------
gross proceeds from the sale thereof; (B) second, the Registrable
------
Securities requested to be included in such registration by the
Selling Holders pursuant to this Section 2, pro rata based on the
---------
estimated gross proceeds from the sale thereof; (C) third, all
-----
Other Securities (except those Other Securities held by the NV
Holders) being registered, pro rata based on the estimated gross
proceeds from the sale thereof; and (D) fourth, the Primary
------
Securities.
(ii) If Financing Securities are not included in the
registration, then (A) first, the Registrable Securities
-----
requested to be included in such registration by the Selling
Holders pursuant to this Section 2 and the Other Securities held
---------
by the NV Holders requested to be included in such registration
pursuant to the NV Registration Rights Agreement, (B) second, all
------
Other Securities (except those Other Securities held by the NV
Holders) being registered, pro rata based on the estimated gross
proceeds from the sale thereof; and (C) third, the Primary
-----
Securities. In the event of a cutback, the allocation between the
Selling Holders and the NV Holders shall be such that the Selling
Holders, as a group, shall be able to include Registrable
Securities in the registration equal to 21% of the amount of
securities allocated to the Selling Holders and the NV Holders
under clause (ii)(A) of the preceding sentence.
(c) Whenever the Company shall effect a registration pursuant to this
Section 2 in connection with an underwritten offering by one or more Selling
- ---------
Holders of Registrable Securities, if such Selling Holders have requested the
inclusion therein of more than one class of Registrable Securities, and the
Underwriters' Representative or Agent advises each
<PAGE>
such Selling Holder in writing that, in its opinion, the inclusion of more than
one class of Registrable Securities would adversely affect such offering, the
Demanding Holders holding at least a majority of the Registrable Securities
proposed to be sold therein by them shall decide which class of Registrable
Securities shall be included therein in such offering and the related
registration, and the other class shall be excluded.
2.7. Restrictions on Public Sale by the Company. The Company
------------------------------------------
agrees (i) that it will not effect or permit any of its subsidiaries to effect
any public sale or distribution of any securities similar to those being
registered, or any securities convertible into or exchangeable or exercisable
for such securities (other than any such sale or distribution of such securities
in connection with any merger or consolidation by the Company or a material
subsidiary thereof or the acquisition by the Company or a subsidiary thereof of
the capital stock or substantially all of the assets of any other Person),
during the fourteen days prior to, and during the 90-day period beginning on,
the later of the effective date of any registration statement relating to a
Demand Registration (except as part of such registration statement and subject
to Section 2.6) or the commencement of a public distribution of Registrable
-----------
Securities pursuant to a Demand Registration; and (ii) that any agreement
entered into pursuant to which the Company issues or agrees to issue any
privately placed securities during the period described in clause (i) above with
respect to a specific Demand Registration shall contain a provision under which
holders of such securities agree not to effect any public sales or distribution
of any such securities during such period, in each case including a sale
pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of
any such registration, if permitted); provided, however, that the provisions of
-------- -------
this paragraph shall not prevent the conversion or exchange of any securities
pursuant to their terms into or for other securities.
Section 3. Piggyback Registration.
----------------------
3.1. If at any time the Company proposes to register (including
for this purpose a registration effected by the Company for shareholders of the
Company other than the Holders) Shares under the Securities Act in connection
with a public offering solely for cash on Forms S-1, S-2 or S-3 (or any
replacement or successor forms), the Company shall promptly, at least 30 days
prior to the anticipated filing date of the registration statement for the
offering if on Form S-1 and at least 15 days prior to the anticipated filing
date of the registration statement for such offering if on Form S-2 or S-3, give
the Holders written notice of such registration. Upon the written request of a
Holder given within 15 days following the date of such notice, the Company shall
use its reasonable best efforts to cause to be registered under the Securities
Act all the Registrable Securities that such Holder shall have requested to be
registered (a "Piggyback Registration"); provided, however, that such right of
-------- -------
inclusion shall be limited
<PAGE>
as set forth in Section 3.2 and Section 3.3. The Company shall have the absolute
----------- -----------
right to withdraw or cease to prepare or file any registration statement for any
offering referred to in this Section 3 without any obligation or liability to
---------
the Holders.
3.2. With respect to a registration by the Company for its own
account or for a shareholder (except for the NV Holders exercising rights
pursuant to Section 2 of the NV Registration Rights Agreement), if the
Underwriters' Representative or Agent shall advise the Company in writing (with
a copy to each Selling Holder) that, in its opinion, the amount of Registrable
Securities requested to be included in such registration would materially
interfere with the successful marketing (including pricing) of such offering, or
the timing thereof, then the Company will include in such registration, to the
extent of the amount and class which the Company is so advised can be sold
without such material interference in such offering:
(a) first, all securities proposed to be sold by the Company for
-----
its own account; and then
(b) if Financing Securities are included in the registration, (i)
second, all Other Securities and all Financing Securities being registered
- ------
pursuant to the exercise of contractual rights comparable to the rights granted
in this Section 3, (ii) third, the Registrable Securities requested to be
--------- -----
included in such registration pursuant to this Section 3, and (iii) fourth, any
--------- ------
Other Securities not covered by clause (ii) that are requested to be included in
such registration; in each case, pro rata based on the estimated gross proceeds
from the sale thereof, or
(c) if Financing Securities are not included in the registration, (i)
second, (x) the Registrable Securities requested to be included in such
- ------
registration by the Selling Holders pursuant to this Section 3 and the Other
---------
Securities held by the NV Holders requested to be included in such registration
pursuant to Section 3 of the NV Registration Rights Agreement, considered
together as one amount, and (y) all Other Securities (except those Other
Securities held by the NV Holders) and Financing Securities being registered
pursuant to the exercise of contractual rights comparable to the rights granted
in this Section 3, determined pro rata based on the estimated gross proceeds
---------
from the sale thereof, and (ii) third, any Other Securities not covered by
-----
clause (c)(i) that are requested to be included in such registration. In the
event of a cutback, the allocation between the Selling Holders and the NV
Holders shall be such that the Selling Holders, as a group, shall be able to
include Registrable Securities in the registration equal to 21% of the amount of
securities allocated to the Selling Holders and the NV Holders under the method
described in clause (c)(i) of the preceding sentence.
<PAGE>
3.3. With respect to a registration for the NV Holders in
connection with an exercise of rights pursuant to Section 2 of the NV
Registration Rights Agreement, if the Underwriters' Representative or Agent
shall advise the Company in writing (with a copy to each Selling Holder) that,
in its opinion, the amount of Registrable Securities requested to be included in
such registration would materially interfere with the successful marketing
(including pricing) of such offering, or the timing thereof, then the Company
will include securities in such registration, to the extent of the amount and
class which the Company is so advised can be sold without such material
interference in such offering, in accordance with the provisions of Section 2.6
of the NV Registration Rights Agreement.
Section 4. Registration Procedures. Whenever required under Section
----------------------- -------
2 or Section 3 to effect the registration of any Registrable Securities, the
- - ---------
Company shall, as expeditiously as practicable:
4.1. Prepare and file with the Commission a registration
statement with respect to such Registrable Securities and use the Company's
reasonable best efforts to cause such registration statement to become
effective; provided, however, that before filing a registration statement or
-------- -------
prospectus or any amendments or supplements thereto, including documents
incorporated by reference after the initial filing of the registration statement
and prior to effectiveness thereof, the Company shall furnish to one firm of
counsel selected by the Selling Holders copies of all such documents in the form
substantially as proposed to be filed with the Commission for review and comment
by such counsel prior to filing.
4.2. Prepare and file with the Commission such post-effective
amendments and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be necessary to
comply with the provisions of the Securities Act and rules thereunder with
respect to the disposition of all securities covered by such registration
statement so that neither such registration statement nor any related prospectus
shall contain any material misstatement or omission relative to the Company or
any of its subsidiaries or any of their respective assets or liabilities or
their respective businesses or affairs and so that such registration statement
and prospectus will otherwise comply with all applicable legal requirements. If
the registration is for an underwritten offering, the Company shall amend the
registration statement or supplement the prospectus whenever required by the
terms of the underwriting agreement entered into pursuant to Section 5.2.
-----------
Pending such amendment or supplement, each such Holder shall cease making offers
or Transfers of Registerable Securities pursuant to the prospectus to be so
amended or supplemented. In the event that any Registrable Securities included
in a registration statement subject to, or required by, this Agreement remain
unsold at the end of the period during which the Company is
<PAGE>
obligated to use its reasonable best efforts to maintain the effectiveness of
such registration statement, the Company may file a post-effective amendment to
the registration statement for the purpose of removing such Registrable
Securities from registered status.
4.3. Furnish to each Selling Holder, without charge, such
numbers of copies of the registration statement, any pre-effective or post-
effective amendment thereto, the prospectus, including each preliminary
prospectus and any amendments or supplements thereto (in each case including all
exhibits thereto), in each case in conformity with the requirements of the
Securities Act and the rules thereunder, and such other related documents as any
such Selling Holder may reasonably request in order to facilitate the
disposition of Registrable Securities owned by such Selling Holder.
4.4. Use the Company's reasonable efforts (i) to register and
qualify the securities covered by such registration statement under such other
securities or Blue Sky laws of such states or jurisdictions, domestic or
foreign, as shall be reasonably requested by the Underwriters' Representative or
Agent (as applicable, or if inapplicable, in states designated by the Majority
Selling Holders), and (ii) to obtain the withdrawal of any order suspending the
effectiveness of a registration statement, or the lifting of any suspension of
the qualification (or exemption from qualification) of the offer and transfer of
any of the Registrable Securities in any jurisdiction, at the earliest possible
moment; provided, however, that the Company shall not be required in connection
-------- -------
therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such states or jurisdictions.
4.5. In the event of any underwritten or agented offering,
enter into and perform the Company's obligations under an underwriting or agency
agreement (including indemnification and contribution obligations of
underwriters or agents), in usual and customary form, with the managing
underwriter or underwriters of or agents for such offering. The Company shall
also cooperate with the Majority Selling Holders and the Underwriters'
Representative or Agent for such offering in the marketing within the United
States of America of the Registrable Securities, including taking reasonable
steps to make available the Company's officers, accountants, counsel, premises,
books and records for such purpose, but the Company shall not be required to
incur any material out-of-pocket expense pursuant to this sentence.
4.6. Promptly notify each Selling Holder of any stop order
issued or threatened to be issued by the Commission in connection therewith (and
take all reasonable actions required to prevent the entry of such stop order or
to remove it if entered).
<PAGE>
4.7. Make available for inspection by any Selling Holder, any
underwriter participating in such offering and the representatives of such
Selling Holder and underwriter and any attorney, accountant or other
professional retained by such Selling Holder, all financial and other records,
corporate documents and other information as shall be reasonably requested by
them, and provide the Selling Holder, any underwriter participating in such
offering and the representatives of such Selling Holder and underwriter the
reasonable opportunity to discuss the business affairs of the Company with its
principal executives and independent public accountants who have certified the
audited financial statements included in such registration statement, in each
case all as necessary to enable them to exercise their due diligence
responsibility under the Securities Act; provided, however, that information
-------- -------
that the Company determines, in good faith, to be confidential and which the
Company advises such Person in writing is confidential shall not be disclosed
unless such Person signs a confidentiality agreement in customary form or the
related Selling Holder agrees to be responsible for such Person's breach of
confidentiality on terms reasonably satisfactory to the Company.
4.8. Use the Company's reasonable best efforts to obtain a so-
called "comfort letter" from its independent public accountants, legal opinions
of counsel to the Company addressed to the Selling Holders, auditor's consents
and experts' cooperation as may be required or desirable to complete the
registration process, in customary form and covering such matters of the type
customarily covered by such letters, opinions or consents, and in a form that
shall be reasonably satisfactory to the Majority Selling Holders. The Company
shall furnish to each Selling Holder a signed counterpart of any such comfort
letter, opinions or consents. Delivery of any such comfort letter, opinions or
consents, shall be subject to the recipient furnishing such written
representations or acknowledgments as are customarily provided by selling
shareholders who receive such comfort letters, opinions or consents.
4.9. Provide and cause to be maintained a transfer agent and
registrar for all Registrable Securities covered by such registration statement
from and after a date not later than the effective date of such registration
statement.
4.10. Use reasonable best efforts to cause the Registrable
Securities covered by such registration statement (i) to be listed on the New
York Stock Exchange or, if the Common Stock is not then listed or admitted to
trading thereon, on the principal national securities exchange on which such
Common Stock is then listed or admitted to trading or, if such Common Stock is
not then listed or admitted to trading on any national securities exchange, on
the NASDAQ Stock Market, and (ii) to be registered with or approved by such
other United States or state governmental agencies or authorities as may be
necessary by virtue of the business
<PAGE>
and operations of the Company to enable the Selling Holders to consummate the
disposition of the Registrable Securities.
4.11. Use the Company's reasonable efforts to provide a CUSIP
number for the Registrable Securities prior to the effective date of the first
registration statement including Registrable Securities.
4.12. Notify each Selling Holder of such Registrable Securities,
at any time when a prospectus relating thereto is required to be delivered under
the Securities Act, of the occurrence of an event requiring the preparation of a
supplement or amendment to such prospectus so that, as thereafter delivered to
the purchasers of such Registrable Securities, such prospectus will not contain
an untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading and promptly made available to each Selling Holder any such
supplement or amendment.
4.13. Otherwise use its best efforts to comply with all applicable
rules and regulations of the Commission, and make available to its security
holders, as soon as reasonably practicable, an earnings statement covering a
period of twelve months, beginning within three months after the effective date
of the registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act.
4.14. Take such other actions as are reasonably required in order
to expedite or facilitate the disposition of Registrable Securities included in
each such registration.
Section 5. Holders' Obligations. It shall be a condition precedent
--------------------
to the obligations of the Company to effect a registration pursuant to this
Agreement with respect to the Registrable Securities of any Selling Holder that
such Selling Holder shall:
5.1. Furnish to the Company such information regarding such
Selling Holder, the number of the Registrable Securities owned by it, and the
intended method of disposition of such securities as shall be required to effect
the registration of such Selling Holder's Registrable Securities, and to
cooperate with the Company in preparing such registration.
5.2. Agree, in a Piggyback Registration, to sell their
Registrable Securities to the underwriters at the same price and on
substantially the same terms and conditions as the Company or the other Persons
on whose behalf the registration statement was being filed have agreed to sell
their Shares.
<PAGE>
5.3. Execute the underwriting agreement agreed to by the Majority
Selling Holders (in the case of a registration under Section 2) or the Company
---------
and the Majority Selling Holders (in the case of a registration under Section
-------
3). In an underwriting agreement executed by both the Company and the Selling
Holders, representations and warranties made by the Company for the benefit of
the underwriter(s) shall also be made to and for the benefit of the Selling
Holders and representations and warranties made by the Selling Holders for the
benefit of the underwriter(s) shall also be made to and for the benefit of the
Company.
Section 6. Expenses of Registration. Expenses in connection with
------------------------
registrations pursuant to this Agreement shall be allocated and paid as follows:
6.1. With respect to each Demand Registration, the Company
shall bear and pay all expenses incurred in connection with any registration,
filing, or qualification of Registrable Securities for each Selling Holder,
including all registration, filing and National Association of Securities
Dealers, Inc. fees, all fees and expenses of complying with securities or blue
sky laws (including reasonable fees and disbursements of counsel in connection
with blue sky qualifications of the Registrable Securities), all word
processing, duplicating and printing expenses (including expenses of printing
prospectuses), messenger and delivery expenses, internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the fees and expenses incurred in
connection with the listing of the securities to be registered on each
securities exchange, the reasonable fees and disbursements of counsel for the
Company, and of the Company's independent public accountants, including the
expenses of "cold comfort" letters required by or incident to such performance
and compliance, the reasonable fees and expenses of any special experts retained
by the Company in connection with such registration, and fees and expenses of
other Persons retained by the Company (the "Registration Expenses"), but
excluding underwriting discounts and commissions relating to Registrable
Securities (which shall be paid by the Selling Holders); provided, however, that
-------- -------
the Company shall not be required to pay for any expenses of any registration
proceeding begun pursuant to Section 2 if the registration is subsequently
---------
withdrawn at the request of the Majority Selling Holders (in which case all
Selling Holders shall bear such expense), unless Holders whose Registrable
Securities constitute a majority of the Registrable Securities then outstanding
agree that such withdrawn registration shall constitute one of the Demand
Registrations under Section 2 hereof. Any registration withdrawn at the request
---------
of the Company pursuant to Section 1(c) of the Recapitalization Agreement shall
not be deemed withdrawn at the request of the Majority Selling Holders. In
addition, if the first Demand Registration is the Initial Public Offering, the
Company shall pay fifty percent (50%) of the reasonable attorneys' fees and
expenses of one counsel (who shall be reasonably acceptable to the Company) for
the Selling Holders in such Demand Registration, excluding any attorneys'
<PAGE>
fees and expenses of counsel for tax advice or analysis related to or in
connection with such Demand Registration.
6.2. The Company shall bear and pay all Registration Expenses
incurred in connection with any Piggyback Registrations pursuant to Section 3,
---------
but excluding underwriting discounts and commissions relating to Registrable
Securities (which shall be paid on a pro rata basis by the Selling Holders and
shall be on the same terms as those paid by the Company for Primary Securities
included in the registration, if any Primary Securities are included).
6.3. Any failure of the Company to pay any Registration
Expenses as required by this Section 6 shall not relieve the Company of its
---------
obligations under this Agreement.
Section 7. Indemnification; Contribution. If any Registrable
-----------------------------
Securities are included in a registration statement under this Agreement:
7.1. To the extent permitted by applicable law, the Company
shall indemnify and hold harmless each Selling Holder, each Person, if any, who
controls such Selling Holder within the meaning of the Securities Act, and each
officer, director, partner, member, employee, agent, representative and attorney
of such Selling Holder and such controlling Person, against any and all losses,
claims, damages, liabilities and expenses (joint or several), including
reasonable attorneys' fees and disbursements and reasonable expenses of
investigation, incurred by such Person pursuant to any actual or threatened
action, suit, proceeding or investigation, or to which any of the foregoing
Persons may become subject under the Securities Act, the Exchange Act or other
federal or state laws, insofar as such losses, claims, damages, liabilities and
expenses arise out of or are based upon any of the following statements,
omissions or violations (collectively a "Violation"):
(a) Any untrue statement or alleged untrue statement of a material
fact contained in such registration statement, including any preliminary
prospectus or final prospectus contained therein, or any amendments or
supplements thereto;
(b) The omission or alleged omission to state therein a material fact
required to be stated therein, or necessary to make the statements therein not
misleading; or
<PAGE>
(c) Any violation or alleged violation by the Company of the
Securities Act, the Exchange Act, any applicable state securities law or any
rule or regulation promulgated under the Securities Act, the Exchange Act or any
applicable state securities law;
provided, however, that the indemnification required by this Section 7.1 shall
- -------- ------- -----------
not apply to amounts paid in settlement of any such loss, claim, damage,
liability or expense if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable in any such case for any such loss, claim, damage, liability
or expense to the extent that it arises solely out of or is solely based upon a
Violation which occurs in reliance upon and in conformity with written
information furnished to the Company by the indemnified party expressly for use
in connection with such registration; provided, further, that the indemnity
-------- -------
agreement contained in this Section 7 shall not apply to any underwriter to the
---------
extent that any such loss is based on or arises out of an untrue statement or
alleged untrue statement of a material fact, or an omission or alleged omission
to state a material fact, contained in or omitted from any preliminary
prospectus if the final prospectus shall correct such untrue statement or
alleged untrue statement, or such omission or alleged omission, and a copy of
the final prospectus has not been sent or given to such person at or prior to
the confirmation of sale to such person if such underwriter was under an
obligation to deliver such final prospectus and failed to do so. The Company
shall also indemnify underwriters, selling brokers, dealer managers and similar
securities industry professionals participating in the distribution, their
officers, directors, agents and employees and each person who controls such
persons (within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act) to the same extent as provided above with respect to the
indemnification of the Selling Holders.
7.2. To the extent permitted by applicable law, each Selling
Holder shall indemnify and hold harmless the Company, each of its directors,
each of its officers who shall have signed the registration statement, each
Person, if any, who controls the Company within the meaning of the Securities
Act, any other Selling Holder, any controlling Person of any such other Selling
Holder and each officer, director, partner, member, employee, agent,
representative and attorney of such other Selling Holder and such controlling
Person, against any and all losses, claims, damages, liabilities and expenses
(joint and several), including reasonable attorneys' fees and disbursements and
reasonable expenses of investigation, incurred by such Person pursuant to any
actual or threatened action, suit, proceeding or investigation, or to which any
of the foregoing Persons may otherwise become subject under the Securities Act,
the Exchange Act or other federal or state laws, insofar as such losses, claims,
damages, liabilities and expenses arise out of or are based upon any Violation,
in each case to the extent (and only to the extent) that such Violation occurs
in reliance upon and in conformity with written
<PAGE>
information furnished by such Selling Holder expressly for use in connection
with such registration; provided, however, that (x) the indemnification required
-------- -------
by this Section 7.2 shall not apply to amounts paid in settlement of any such
-----------
loss, claim, damage, liability or expense if settlement is effected without the
consent of the relevant Selling Holder of Registrable Securities, which consent
shall not be unreasonably withheld, and (y) in no event shall the amount of any
indemnity under this Section 7.2 exceed the gross proceeds from the applicable
-----------
offering received by such Selling Holder.
7.3. Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, suit, proceeding,
- ---------
investigation or threat thereof made in writing for which such indemnified party
may make a claim under this Section 7, such indemnified party shall deliver to
---------
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
-------- -------
have the right to retain its own counsel, with the fees and disbursements and
expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the indemnifying party
within a reasonable time following the commencement of any such action, if
prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
-------
7 but shall not relieve the indemnifying party of any liability that it may have
- -
to any indemnified party otherwise than pursuant to this Section 7. Any fees
---------
and expenses incurred by the indemnified party (including any fees and expenses
incurred in connection with investigating or preparing to defend such action or
proceeding) shall be paid to the indemnified party, as incurred, within thirty
(30) days of written notice thereof to the indemnifying party (regardless of
whether it is ultimately determined that an indemnified party is not entitled to
indemnification hereunder). Any such indemnified party shall have the right to
employ separate counsel in any such action, claim or proceeding and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be the expenses of such indemnified party unless (i) the indemnifying
party has agreed to pay such fees and expenses or (ii) the indemnifying party
shall have failed to promptly assume the defense of such action, claim or
proceeding or (iii) the named parties to any such action, claim or proceeding
(including any impleaded parties) include both such indemnified party and the
indemnifying party, and such indemnified party shall have been advised by
counsel that there may be one or more legal defenses available to it which are
different from or in addition to those available to the indemnifying party and
that the assertion of such defenses would create a conflict
<PAGE>
of interest such that counsel employed by the indemnifying party could not
faithfully represent the indemnified party (in which case, if such indemnified
party notifies the indemnifying party in writing that it elects to employ
separate counsel at the expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense of such action, claim or
proceeding on behalf of such indemnified party, it being understood, however,
that the indemnifying party shall not, in connection with any one such action,
claim or proceeding or separate but substantially similar or related actions,
claims or proceedings in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate firm of attorneys (together with appropriate local
counsel) at any time for all such indemnified parties, unless in the reasonable
judgment of such indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
action, claim or proceeding, in which event the indemnifying party shall be
obligated to pay the fees and expenses of such additional counsel or counsels).
No indemnifying party shall be liable to an indemnified party for any settlement
of any action, proceeding or claim without the written consent of the
indemnifying party, which consent shall not be unreasonably withheld.
7.4. If the indemnification required by this Section 7 from
---------
the indemnifying party is unavailable to an indemnified party hereunder in
respect of any losses, claims, damages, liabilities or expenses referred to in
this Section 7:
---------
(a) The indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and indemnified parties in connection with the actions which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative fault of such indemnifying
party and indemnified parties shall be determined by reference to, among other
things, whether any Violation has been committed by, or relates to information
supplied by, such indemnifying party or indemnified parties, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such Violation. The amount paid or payable by a party as a result of
the losses, claims, damages, liabilities and expenses referred to above shall be
deemed to include, subject to the limitations set forth in Section 7.1 and
-----------
Section 7.2, any legal or other fees or expenses reasonably incurred by such
- -----------
party in connection with any investigation or proceeding.
(b) The parties hereto agree that it would not be just and equitable
if contribution pursuant to this Section 7.4 were determined by pro rata
-----------
allocation or by any other
<PAGE>
method of allocation which does not take into account the equitable
considerations referred to in Section 7.4(i). No Person guilty of fraudulent
--------------
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.
(c) In no event shall the total of amounts paid pursuant to this
Section 7.4 by any Selling Holder exceed the gross proceeds from the applicable
- -----------
offering received by such Selling Holder.
7.5. If indemnification is available under this Section 7, the
---------
indemnifying parties shall indemnify each indemnified party to the full extent
provided in this Section 7 without regard to the relative fault of such
---------
indemnifying party or indemnified party or any other equitable consideration
referred to in Section 7.4.
-----------
7.6. The obligations of the Company and the Selling Holders of
Registrable Securities under this Section 7 shall survive the completion of any
---------
offering of Registrable Securities pursuant to a registration statement under
this Agreement, and otherwise.
7.7. Nothing contained in this Section 7 shall be deemed to
---------
give the Company the right to refuse to file any registration statement pursuant
to Sections 2 or 3 or otherwise take any action required thereunder.
---------- -
Section 8. Holdback. Each Holder entitled pursuant to this Agreement
--------
to have Registrable Securities included in a registration statement prepared
pursuant to this Agreement, if so requested by the Underwriters' Representative
or Agent in connection with an offering of any securities covered by a
registration statement filed by Company, whether or not Holder's securities are
included therein, shall not effect any public sale or distribution of shares of
Common Stock or any securities convertible into or exchangeable or exercisable
for shares of Common Stock, including a sale pursuant to Rule 144 under the
Securities Act (except as part of such underwritten or agented registration),
during the 15-day period prior to, and during the 90-day period beginning on,
the date such registration statement is declared effective under the Securities
Act by the Commission, provided that such Holder is timely notified of such
--------
effective date in writing by the Company or such Underwriters' Representative or
Agent; and provided further that the 90-day period may be extended for up to 90
-------- -------
additional days (for a total of 180 days from the effective date of the
registration statement) if the Underwriters' Representative or Agent in good
faith advises the Company that such extension is advisable and requests an
extension and such Holder is timely notified of the extension of the period and
the ending date of such period as extended.
<PAGE>
Section 9. Amendment, Modification and Waivers; Further Assurances.
-------------------------------------------------------
(a) This Agreement may be amended with the consent of the Company and
the Company may take any action herein prohibited, or omit to perform any act
herein required to be performed by it, only if the Company shall have obtained
the written consent to such amendment, action or omission to act of Holders
owning a majority in amount of the Registrable Securities Then Outstanding.
(b) No waiver of any terms or conditions of this Agreement shall
operate as a waiver of any other breach of such terms and conditions or any
other term or condition, nor shall any failure to enforce any provision hereof
operate as a waiver of such provision or of any other provision hereof. No
written waiver hereunder, unless it by its own terms explicitly provides to the
contrary, shall be construed to effect a continuing waiver of the provisions
being waived and no such waiver in any instance shall constitute a waiver in any
other instance or for any other purpose or impair the right of the party against
whom such waiver is claimed in all other instances or for all other purposes to
require full compliance with such provision.
(c) Each of the parties hereto shall execute all such further
instruments and documents and take all such further action as any other party
hereto may reasonably require in order to effectuate the terms and purposes of
this Agreement.
9.1. No Conflicts; Other Registration Rights.
---------------------------------------
(a) The Company shall not enter into any agreement, contract or
understanding, written or unwritten, inconsistent with any provision of this
Agreement.
(b) The Company shall not grant any right of registration under the
Securities Act relating to any of its securities to any Person unless the
Holders shall be entitled to have included in any such registration the
Registrable Securities owned by them in accordance with Section 3 of this
---------
Agreement.
9.2. Public Information. The Company covenants that it will
------------------
file the reports required to be filed by it under the Securities Act or the
Exchange Act and the rules and regulations adopted by the Commission thereunder
and will take such further action as any Holder may reasonably request, all to
the extent required from time to time to enable the Holders to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (i) Rule 144 or, if applicable, Regulation S under
the
<PAGE>
Securities Act, as such Rule or Regulation may be amended from time to time, or
(ii) any other rule or regulation hereafter adopted by the Commission permitting
the sale of securities without registration under the Securities Act. At the
request of any Holder, the Company will deliver to such Holder a written
statement as to whether it has complied with such requirements.
Section 10. Assignment of Registration Rights. A Holder may assign
---------------------------------
its rights under the Agreement to any Person to whom the Holder sells or
Transfers any of the Registrable Securities owned by it (other than a sale of
securities pursuant to Rule 144 under the Securities Act or a registration
pursuant to this Agreement or a sale or Transfer in connection with the sale of
all or substantially all of the outstanding Shares of the Company); provided,
--------
however, that no assignment shall increase the number of registrations otherwise
- -------
required to be provided by the Company hereunder or increase, with respect to
any registration statement filed by the Company, the amount of Registration
Expenses payable by the Company. In addition, any Holder may assign its rights
hereunder as additional collateral in connection with the pledge of securities
to NationsBank, N.A. (South), as Agent, under the Credit Agreement dated as of
July 31, 1996 between the Company, the Lenders named therein, and NationsBank,
N.A. (South), as Agent, Swingline Lender and Issuing Bank.
Section 11. Miscellaneous.
-------------
11.1. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
-------------
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.
11.2. Consent to Jurisdiction and Service of Process. Any action,
----------------------------------------------
suit or claim arising out of or relating to this Agreement shall be instituted
in any federal court of the State of New York or in any state court located in
the State of New York, and each party agrees not to assert, by way of motion, as
a defense or otherwise, in any such action, suit or proceeding, any claim that
it is not subject personally to the jurisdiction of such court, that the action,
suit or proceeding is brought in an inconvenient forum, that the venue of the
action, suit or proceeding is improper or that this Agreement or the subject
matter hereof may not be enforced in or by such court. Each party further
irrevocably submits to the jurisdiction of such court in any such action, suit
or proceeding. Any and all service of process and any other notice in any such
action, suit or proceeding shall be effective against any party given personally
or by registered or certified mail, return receipt requested, or by any other
means of mail that requires a signed receipt, postage prepaid, mailed to such
party as herein provided, or by personal service on such party. Nothing herein
contained shall be deemed to affect the right of
<PAGE>
any party to serve process in any manner permitted by law or to commence legal
proceedings or otherwise proceed against any other party in any other
jurisdiction.
11.3. Notices. All notices and requests given pursuant to this
-------
Agreement shall be in writing and shall be made by hand-delivery, first-class
mail (registered or certified, return receipt requested), confirmed facsimile or
overnight air courier guaranteeing next business day delivery to the relevant
address specified on Schedule I to this Agreement. Except as otherwise provided
----------
in this Agreement, the date of each such notice and request shall be deemed to
be, and the date on which each such notice and request shall be deemed given
shall be: at the time delivered, if personally delivered or mailed; when
receipt is acknowledged, if sent by facsimile; and the next business day after
timely delivery to the courier, if sent by overnight air courier guaranteeing
next business day delivery.
11.4. Entire Agreement; Integration. This Agreement supersedes
-----------------------------
all prior agreements between or among any of the parties hereto with respect to
the subject matter contained herein and therein, and such agreements embody the
entire understanding among the parties relating to such subject matter.
11.5. Injunctive Relief. Each of the parties hereto acknowledges
-----------------
that in the event of a breach by any of them of any material provision of this
Agreement, the aggrieved party may be without an adequate remedy at law. Each
of the parties therefore agrees that in the event of such a breach hereof the
aggrieved party may elect to institute and prosecute proceedings to enforce
specific performance or to enjoin the continuing breach hereof. By seeking or
obtaining any such relief, the aggrieved party shall not be precluded from
seeking or obtaining any other relief to which it may be entitled.
11.6. Section Headings. Section headings are for convenience of
----------------
reference only and shall not affect the meaning of any provision of this
Agreement.
11.7. Counterparts. This Agreement may be executed in any number
------------
of counterparts, each of which shall be an original, and all of which shall
together constitute one and the same instrument. All signatures need not be on
the same counterpart.
11.8. Severability. If any provision of this Agreement shall be
------------
invalid or unenforceable, such invalidity or unenforceability shall not affect
the validity and enforceability of the remaining provisions of this Agreement,
unless the result thereof would be unreasonable, in which case the parties
hereto shall negotiate in good faith as to appropriate amendments hereto.
<PAGE>
11.9. Filing. A copy of this Agreement and of all amendments thereto
------
shall be filed at the principal executive office of the Company.
11.10. Termination. This Agreement may be terminated at any time
-----------
by a written instrument signed by the Holders owning a majority in amount of
Registrable Shares. Unless sooner terminated in accordance with the preceding
sentence, this Agreement (other than Section 7 hereof) shall terminate in its
---------
entirety on such date as there shall be no Registrable Securities outstanding,
provided that any shares of Common Stock previously subject to this Agreement
shall not be Registrable Securities following the sale of any such shares in an
offering registered pursuant to this Agreement.
11.11. Attorneys' Fees. In any action or proceeding brought to
---------------
enforce any provision of this Agreement, or where any provision hereof is
validly asserted as a defense, the successful party shall be entitled to recover
reasonable attorneys' fees (including any fees incurred in any appeal) in
addition to its costs and expenses and any other available remedy.
11.12. No Third Party Beneficiaries. Except as expressly set forth
----------------------------
herein with respect to Holders, nothing herein expressed or implied is intended
to confer upon any person, other than the parties hereto or their respective
permitted assigns, successors, heirs and legal representatives, any rights,
remedies, obligations or liabilities under or by reason of this Agreement.
<PAGE>
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the date first written above.
FIREARMS TRAINING SYSTEMS, INC.
By: /s/ Bob Terry
--------------------------
Name: Bob Terry
Title: President and Cheif
Executive Officer
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/ Jonathan H. Kagan
-------------------------
Jonathan H. Kagan
Managing Director
<PAGE>
CENTRE PARTNERS COINVESTMENT, L.P.
by Centre Partners II, LLC, as general
partner
by /s/ Jonathan H. Kagan
-----------------------------
Jonathan H. Kagan
Managing Director
<PAGE>
SCHEDULE I
PARTY ADDRESS
- ----- -------
Institutional Holders:
CENTRE CAPITAL INVESTORS II, L.P c/o Centre Partners Management
LLC
CENTRE CAPITAL OFFSHORE INVESTORS II, L.P. 30 Rockefeller Plaza
New York, NY 10020
CENTRE CAPITAL TAX-EXEMPT INVESTORS II, L.P. Facsimile No: 212-332-5801
CENTRE PARTNERS COINVESTMENT, L.P. Attn: Jonathan Kagan
Company:
FIREARMS TRAINING SYSTEMS, INC. 7340 McGinnis Ferry Road
Suwanee, GA 30174
Facsimile No: 770-813-0741
Attn: President
<PAGE>
EXHIBIT 10.18
REGISTRATION RIGHTS AGREEMENT
dated as of July 31, 1996
among
FIREARMS TRAINING SYSTEMS, INC.
and
FIREARMS TRAINING SYSTEMS INTERNATIONAL N.V.
and
THE INSTITUTIONAL HOLDERS SET FORTH ON SCHEDULE I
<PAGE>
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of July 31, 1996
among Firearms Training Systems, Inc., a Delaware corporation (the "Company"),
Firearms Training Systems International N.V., a Netherlands Antilles corporation
("FATS International"), and the entities set forth on Schedule I, which are
Centre Capital Investors II, L.P. and related entities (the "Institutional
Holders").
RECITALS
--------
WHEREAS, the Company, FATS International and the Institutional Holders are
parties to the Recapitalization and Stock Purchase and Sale Agreement dated as
of June 5, 1996, as amended through the date hereof (the "Recapitalization
Agreement"), pursuant to which the Institutional Holders purchased Common Stock
of the Company, a portion of the Common Stock held by FATS International was
redeemed and the Company was recapitalized (the "Recapitalization"); and
WHEREAS, the parties hereto hereby desire to set forth the Holders' rights
and the Company's obligations to cause the registration of the Registrable
Securities pursuant to the Securities Act;
NOW, THEREFORE, in consideration of the agreements and covenants set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. Definitions and Usage.
---------------------
As used in this Agreement:
1.1. Definitions.
-----------
Agent. "Agent" means the principal placement agent on an agented
-----
placement of Registrable Securities.
Commission. "Commission" shall mean the Securities and Exchange
----------
Commission.
1
<PAGE>
Common Stock. "Common Stock" shall mean (i) the Class A Common Stock,
------------
par value $.00001 per share and Class B Non-voting Common Stock, par value
$.00001 per share of the Company, and (ii) shares of capital stock of the
Company issued by the Company in respect of or in exchange for shares of such
common stock in connection with any stock dividend or distribution, stock split-
up, recapitalization, recombination or exchange by the Company generally of
shares of such common stock.
Continuously Effective. "Continuously Effective", with respect to a
----------------------
specified registration statement, shall mean that it shall not cease to be
effective and available for Transfers of Registrable Securities thereunder for
longer than either (i) any ten (10) consecutive business days, or (ii) an
aggregate of fifteen (15) business days during the period specified in the
relevant provision of this Agreement.
Demand Registration. "Demand Registration" shall have the
-------------------
meaning set forth in Section 2.1(i).
--------------
Exchange Act. "Exchange Act" shall mean the Securities Exchange
------------
Act of 1934.
Financing Securities. "Financing Securities" shall mean (i) all
--------------------
securities issued by the Company (including any notes, preferred stock and/or
warrants) in connection with the financing of the Recapitalization obtained as
reflected in the Bridge Financing Commitment Letter dated June 5, 1996 issued by
NationsBridge, L.L.C. to Centre Partners Management LLC, and any Refinancing
Securities, as defined in such Bridge Financing Commitment Letter and (ii) any
securities issued by the Company in connection with a "Refinancing Mandatory
Prepayment" (as defined in the Recapitalization Financing Commitment Letter
dated June 5, 1996 issued by NationsBank, N.A. (South) to Centre Partners
Management LLC), including any securities issued in a Refinancing Mandatory
Prepayment involving a private placement, under Rule 144A, or in a registered
public offering.
Holder or Holders. "Holder" or "Holders" shall mean, as applicable,
-----------------
(i) FATS International, (ii) Jody Scheckter and Clare Fawkes, each with respect
to Shares acquired from FATS International, and (iii) any Person to which rights
under this Agreement are transferred by such Holders pursuant to Section 10
----------
hereof.
2
<PAGE>
Initial Public Offering. "Initial Public Offering" means the first
-----------------------
offering of shares of Common Stock registered pursuant to the Securities Act.
Institutional Holders. "Institutional Holders" shall mean Centre
---------------------
Capital Investors II, L.P. and the related entities, each of which is set forth
on Schedule I.
Majority Selling Holders. "Majority Selling Holders" means, with
------------------------
respect to a specified registration pursuant to this Agreement, those Selling
Holders whose Registrable Securities included in such registration represent a
majority of the Registrable Securities of all Selling Holders included therein.
Other Securities. "Other Securities" means those shares of Common
----------------
Stock or other securities convertible into, exercisable for or exchangeable for,
shares of Common Stock and that do not constitute Primary Securities, Financing
Securities or Registrable Securities.
Person. "Person" shall mean any individual, corporation, partnership,
------
joint venture, association, joint-stock company, limited liability company,
trust, unincorporated organization or government or other agency or political
subdivision thereof.
Piggyback Registration. "Piggyback Registration" shall have the
----------------------
meaning set forth in Section 3.
---------
Primary Securities. "Primary Securities" means the authorized but
------------------
unissued shares of Common Stock and shares of Common Stock held by the Company
in its treasury.
Register, Registered and Registration. "Register", "registered", and
-------------------------------------
"registration" shall refer to a registration effected by preparing and filing a
registration statement or similar document in compliance with the Securities
Act, and the declaration or ordering by the Commission of effectiveness of such
registration statement or document.
Registrable Securities. "Registrable Securities" shall mean: (i) the
----------------------
Shares owned by the Holders on the date hereof, and/or owned by the Holders on
the date of determination; (ii) any shares of Common Stock issued as (or
issuable upon the conversion or exercise of any warrant, right or other security
3
<PAGE>
which is issued as) a dividend or other distribution with respect to, or in
exchange by the Company generally for, or in replacement by the Company
generally of, such Shares; and (iii) any securities issued in exchange for
Shares in any merger or reorganization of the Company; provided, however, that
-------- -------
Registrable Securities shall not include any securities which have theretofore
been registered and sold pursuant to the Securities Act or which have been
transferred pursuant to Rule 144 or any similar rule promulgated by the
Commission pursuant to the Securities Act; provided further, the Company shall
-------- -------
have no obligation under Sections 2 and 3 to register any Registrable Securities
----------------
of a Holder if the Company shall deliver to the Holder an opinion of counsel
reasonably satisfactory to the Holder and its counsel to the effect that the
proposed sale or disposition of all of the Registrable Securities for which
registration was requested does not require registration under the Securities
Act for a sale or disposition in a single public sale in the manner contemplated
by the Holder, and offers to remove any and all legends restricting transfer
from the certificates evidencing such Registrable Securities.
Registrable Securities Then Outstanding. "Registrable Securities Then
---------------------------------------
Outstanding" shall mean, with respect to a specified determination date, all of
the Registrable Securities owned by the Holders on such date.
Registration Expenses. "Registration Expenses" shall have the
---------------------
meaning set forth in Section 6.1.
-----------
Securities Act. "Securities Act" shall mean the Securities Act
--------------
of 1933, as amended.
Selling Holders. "Selling Holders" shall mean, with respect to a
---------------
specified registration pursuant to this Agreement, Holders whose Registrable
Securities are included in such registration.
Shares. "Shares" shall mean shares of Common Stock.
------
Transfer. "Transfer," with respect to any securities, shall mean and
--------
include the act of selling, giving, transferring, creating a trust for (voting
or otherwise), assigning or otherwise disposing of such securities (other than
pledging, hypothecating or otherwise transferring as security) (and correlative
words shall have correlative meanings); provided however, that any transfer or
-------- -------
other disposition upon foreclosure or
4
<PAGE>
other exercise of remedies of a secured creditor after an event of default under
or with respect to a pledge, hypothecation or other transfer as security shall
constitute a "Transfer."
Underwriters' Representative. "Underwriters' Representative" shall
----------------------------
mean the managing underwriter, or, in the case of a co-managed underwriting, the
managing underwriter designated as the Underwriters' Representative by the co-
managers.
Violation. "Violation" shall have the meaning set forth in
---------
Section 7.1.
- -----------
1.2. Usage.
-----
(i) References to a Person are also references to its assigns and
successors in interest (by means of merger, consolidation or sale of all or
substantially all the assets of such Person or otherwise, as the case may be).
(ii) References to Registrable Securities "owned" by a Holder shall
include Registrable Securities beneficially owned by such Person but which are
held of record in the name of a nominee, trustee, custodian, or other agent.
(iii) The definitions set forth herein are equally applicable
both to the singular and plural forms and the feminine, masculine and neuter
forms of the terms defined.
(iv) The "date of" any notice or request given pursuant to this
Agreement shall be determined in accordance with Section 11.
----------
Section 2. Demand Registration.
-------------------
2.1.
(i) At any time on or after the earlier to occur of the fifth
anniversary of the date of this Agreement or the occurrence of an acceleration
of registration rights pursuant to Section 1(c) of the Recapitalization
Agreement, if one or more Holders that own an aggregate of a majority of the
Registrable Securities Then Outstanding shall make a written request to the
Company (the "Demanding Holders"), the Company shall cause there to be promptly
filed with the Commission a registration statement meeting the requirements of
the Securities Act (a "Demand
5
<PAGE>
Registration"), and each Demanding Holder shall be entitled to have included
therein (subject to Section 2.6) all or such number of Registrable Securities as
-----------
such Demanding Holder shall request in writing; provided, however, that no
-------- -------
request may be made pursuant to this Section 2.1 if within nine (9) months prior
-----------
to the date of such request a Demand Registration pursuant to this Section 2.1
-----------
shall have been satisfied (as provided in Section 2.3). Any request made
-----------
pursuant to this Section 2.1 shall be addressed to the attention of the
-----------
Secretary of the Company with a copy to the President of the Company, and shall
specify the number of Registrable Securities to be registered, the intended
methods of disposition thereof and that the request is for a Demand Registration
pursuant to this Section 2.1(i).
--------------
(ii) The Company shall be entitled to postpone for up to 120 days from
receipt of the written request for a Demand Registration the filing of any
Demand Registration statement otherwise required to be prepared and filed
pursuant to this Section 2.1, if the Board determines, in its good faith
-----------
reasonable judgment, that such registration and the Transfer of Registrable
Securities contemplated thereby would materially interfere with, or require
premature disclosure of, (a) any financing, acquisition or reorganization
involving the Company or any of its material wholly owned subsidiaries or (b)
any other material contract under active negotiation by the Company or any of
its subsidiaries, disclosure of which is prohibited by applicable regulation,
and the Company promptly gives the Demanding Holders notice of such
determination; provided, however, that the Company shall not have postponed
-------- -------
pursuant to this Section 2.1(ii) the filing of any other Demand Registration
---------------
statement otherwise required to be prepared and filed pursuant to this Section
-------
2.1 during the 6 month period ended on the date of the relevant request pursuant
- ---
to Section 2.1(i); and provided further that the Company shall file any
-------------- -------- ------- ----
registration statement postponed pursuant to this Section 2.1(ii) as soon as
---------------
reasonably practicable following the cessation of the conditions specified in
clauses (a) or (b) of this Section 2.1(ii) if prior to the expiration of the
---------------
120-day period.
2.2. Following receipt of a request for a Demand Registration,
the Company shall:
(i) File the registration statement with the Commission as promptly as
practicable, and shall use the Company's reasonable best efforts to have the
registration statement declared effective under the Securities Act as soon as
reasonably
6
<PAGE>
practicable, in each instance giving due regard to the need to prepare current
financial statements, conduct due diligence and complete other actions that are
reasonably necessary to effect a registered public offering.
(ii) Use the Company's reasonable best efforts to keep the
registration statement Continuously Effective for up to 120 days or until such
earlier date as of which all the Registrable Securities included in the
registration statement shall have been disposed of in the manner described in
the registration statement. Notwithstanding the foregoing, if for any reason the
effectiveness of a registration statement pursuant to this Section 2 is
---------
postponed as permitted by Section 2.1(ii), the foregoing period shall be
---------------
extended by the aggregate number of days of such postponement.
(iii) Whenever the Company shall have received a demand
pursuant to Section 2.1(i) to effect the registration of any Registrable Shares,
--------------
the Company shall promptly give written notice of such proposed registration to
all Holders and the Institutional Holders. Any Holder may, within thirty (30)
days after receipt of such notice, request in writing that all of such Holder's
Registrable Shares, or any portion thereof designated by such Holder, be
included in the registration.
2.3. The Company shall not be obligated to effect more than
two Demand Registrations. For purposes of the preceding sentence, registration
shall not be deemed to have been effected (i) unless a registration statement
with respect thereto has become effective, (ii) if after such registration
statement has become effective, such registration or the related offer, sale or
distribution of Registrable Securities thereunder is interfered with by any stop
order, injunction or other order or requirement of the Commission or other
governmental agency or court for any reason not attributable to the Selling
Holders and such interference is not thereafter eliminated, (iii) if the
conditions to closing specified in the underwriting agreement, if any, entered
into in connection with such registration are not satisfied or waived, other
than by reason of a failure on the part of the Selling Holders or (iv) if the
Company exercises its right under Section 1(c) of the Recapitalization Agreement
to withdraw the registration. If the Company shall have complied with its
obligations under this Agreement, a right to demand a registration pursuant to
this Section 2 shall be deemed to have been satisfied upon the earlier of (x)
---------
the date as of which all of the Registrable Securities included therein shall
have been disposed of pursuant to
7
<PAGE>
a registration statement, and (y) the date as of which such Demand Registration
shall have been Continuously Effective for a period of 120 days, provided no
stop order or similar order, or proceedings for such an order, is thereafter
entered or initiated.
2.4. The Company may, at its sole option, elect to satisfy a
request for a Demand Registration on Form S-2 or Form S-3 promulgated under the
Securities Act (or any successor forms thereto), if such forms are then
available to the Company; provided, however, that the Selling Holders or the
-------- -------
Underwriters' Representative of the proposed offering shall have the right to
require that the Company disclose in the registration statement and form of
prospectus included therein the type of information that would be required in a
Form S-1 registration statement if the Underwriters' Representative reasonably
deems such disclosure to be advisable in order to successfully market the
securities intended to be sold in such offering.
2.5. If any registration pursuant to Section 2 involves an
---------
underwritten offering (whether on a "firm," "best efforts" or "all reasonable
efforts" basis or otherwise), or an agented offering, the Majority Selling
Holders shall have the right to select the managing underwriter and lead manager
to administer such underwritten offering or the lead placement agent for such
agented offering; provided, however, that each Person so selected shall be
-------- -------
reasonably acceptable to the Company; and provided, further, that the Company
--------- -------
shall have the right to select a co-managing underwriter or co-manager to
administer an underwritten offering and a co-placement agent if an agented
offering, provided that each Person so selected by the Company shall be
--------
reasonably acceptable to the Majority Selling Holders.
2.6. With respect to any registration pursuant to this Section
-------
2, the Company may include in such registration any Financing Securities,
- -
Primary Securities or Other Securities, including Other Securities held by the
Institutional Holders; provided, however, that if the Underwriters'
-------- -------
Representative or Agent advises the Company in writing (with a copy to each
Selling Holder) that the inclusion of all Registrable Securities of the Selling
Holders, the Financing Securities, the Primary Securities and the Other
Securities proposed to be included would materially interfere with the
successful marketing (including pricing) of the Registrable Securities proposed
to be included in such registration, then the number of Registrable Securities,
Financing Securities, Primary Securities and Other Securities proposed to be
8
<PAGE>
included in such registration shall be included in the following order:
(A) first, the Registrable Securities requested to be included in such
-----
registration by the Holders pursuant to this Section 2, and all Financing
---------
Securities being registered pursuant to the exercise of contractual rights
comparable to the rights granted in either this Section 2 or Section 3, pro rata
--------- ---------
based on the estimated gross proceeds from the sale thereof;
(B) second, all Other Securities being registered, pro rata based on
------
the estimated gross proceeds from the sale thereof; and
(C) third, the Primary Securities.
-----
2.7. Restrictions on Public Sale by the Company. The Company
------------------------------------------
agrees (i) that it will not effect or permit any of its subsidiaries to effect
any public sale or distribution of any securities similar to those being
registered, or any securities convertible into or exchangeable or exercisable
for such securities (other than any such sale or distribution of such securities
in connection with any merger or consolidation by the Company or a material
subsidiary thereof or the acquisition by the Company or a subsidiary thereof of
the capital stock or substantially all of the assets of any other Person),
during the fourteen days prior to, and during the 90-day period beginning on,
the later of the effective date of any registration statement relating to a
Demand Registration (except as part of such registration statement and subject
to Section 2.6) or the commencement of a public distribution of Registrable
-----------
Securities pursuant to a Demand Registration; and (ii) that any agreement
entered into pursuant to which the Company issues or agrees to issue any
privately placed securities during the period described in clause (i) above with
respect to a specific Demand Registration shall contain a provision under which
holders of such securities agree not to effect any public sales or distribution
of any such securities during such period, in each case including a sale
pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of
any such registration, if permitted); provided, however, that the provisions of
-------- -------
this paragraph shall not prevent the conversion or exchange of any securities
pursuant to their terms into or for other securities.
9
<PAGE>
Section 3. Piggyback Registration.
----------------------
3.1. If at any time the Company proposes to register (including
for this purpose a demand registration effected by the Company for shareholders
of the Company other than the Holders) shares of Common Stock under the
Securities Act in connection with the public offering solely for cash on Forms
S-1, S-2 or S-3 (or any replacement or successor forms), the Company shall
promptly, at least 30 days prior to the anticipated filing date of the
registration statement for the offering if on Form S-1 and at least 15 days
prior to the anticipated filing date of the registration statement for such
offering if on Form S-2 or S-3, give the Holders written notice of such
registration. Upon the written request of a Holder given within 15 days
following the date of such notice, the Company shall use its reasonable best
efforts to cause to be registered under the Securities Act all the Registrable
Securities that such Holder shall have requested to be registered (a "Piggyback
Registration"); provided, however, that such right of inclusion shall be limited
-------- -------
as set forth in Section 3.2. The Company shall have the absolute right to
-----------
withdraw or cease to prepare or file any registration statement for any offering
referred to in this Section 3 without any obligation or liability to the
---------
Holders.
3.2. If the Underwriters' Representative or Agent shall advise
the Company in writing (with a copy to each Selling Holder) that, in its
opinion, the amount of Registrable Securities requested to be included in such
registration would materially interfere with the successful marketing (including
pricing) of such offering, or the timing thereof, then the Company will include
in such registration, to the extent of the amount and class which the Company is
so advised can be sold without such material interference in such offering: (i)
first, all securities proposed to be sold by the Company for its own account;
(ii) second, (x) the Registrable Securities requested to be included in such
registration by the Selling Holders pursuant to this Section 3 and the Other
---------
Securities held by the Institutional Holders requested to be included in such
registration, considered together as one amount, and (y) Financing Securities
being registered pursuant to the exercise of contractual rights comparable to
the rights granted in this Section 3, determined pro rata based on the estimated
---------
gross proceeds from the sale thereof; and (iii) third, all Other Securities
(except those Other Securities held by the Institutional Holders) being
registered pursuant to the exercise of contractual
10
<PAGE>
rights comparable to the rights granted in this Section 3, determined pro rata
---------
based on the estimated gross proceeds from the sale thereof; and (iv) fourth,
any Other Securities not covered by Subsections (ii) and (iii) that are
requested to be included in such registration; and provided, however, that if
Financing Securities are included in the registration pursuant to the exercise
of contractual rights comparable to the rights granted in this Section 3, then
---------
the Other Securities held by the Institutional Holders shall be treated as
"Other Securities" under Subsection (iii) of this sentence rather than under
clause (ii). In the event of a cutback, the allocation between the Selling
Holders and the Institutional Holders shall be such that the Selling Holders, as
a group, shall be able to include Registrable Securities in the registration
equal to 79% of the amount of securities allocated to the Selling Holders and
the Institutional Holders under the method described in Subsection (ii) of the
preceding sentence.
3.3. If the Underwriters' Representative or Agent shall
advise the Company in writing (with a copy to each Selling Holder) that, in its
opinion, the amount of Registrable Securities requested to be included in such
registration would materially interfere with the successful marketing (including
pricing) of such offering, or the timing thereof, then the Company will include
in such registration, to the extent of the amount and class which the Company is
so advised can be sold without such material interference in such offering: (i)
first, all securities proposed to be sold by the Company for its own account;
(ii) second, (x) the Registrable Securities requested to be included in such
registration by the Selling Holders pursuant to this Section 3 and the Other
---------
Securities held by the Institutional Holders requested to be included in such
registration, considered together as one amount, and (y) all Other Securities
and Financing Securities (except those Other Securities held by the
Institutional Holders) being registered pursuant to the exercise of contractual
rights comparable to the rights granted in this Section 3, determined pro rata
---------
based on the estimated gross proceeds from the sale thereof; and (iii) third,
any Other Securities not covered by Subsection (ii) that are requested to be
included in such registration. In the event of a cutback, the allocation between
the Selling Holders and the Institutional Holders shall be such that the Selling
Holders, as a group, shall be able to include Registrable Securities in the
registration equal to 79% of the amount of securities allocated to the Selling
Holders and the Institutional Holders under the method described in Subsection
(ii) of the preceding sentence.
11
<PAGE>
Section 4. Registration Procedures. Whenever required under Section
----------------------- -------
2 or Section 3 to effect the registration of any Registrable Securities, the
- - ---------
Company shall, as expeditiously as practicable:
4.1. Prepare and file with the Commission a registration
statement with respect to such Registrable Securities and use the Company's
reasonable best efforts to cause such registration statement to become
effective; provided, however, that before filing a registration statement or
-------- -------
prospectus or any amendments or supplements thereto, including documents
incorporated by reference after the initial filing of the registration statement
and prior to effectiveness thereof, the Company shall furnish to one firm of
counsel selected by the Selling Holders copies of all such documents in the form
substantially as proposed to be filed with the Commission for review and comment
by such counsel prior to filing.
4.2. Prepare and file with the Commission such post-effective
amendments and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be necessary to
comply with the provisions of the Securities Act and rules thereunder with
respect to the disposition of all securities covered by such registration
statement so that neither such registration statement nor any related prospectus
shall contain any material misstatement or omission relative to the Company or
any of its subsidiaries or any of their respective assets or liabilities or
their respective businesses or affairs and so that such registration statement
and prospectus will otherwise comply with all applicable legal requirements. If
the registration is for an underwritten offering, the Company shall amend the
registration statement or supplement the prospectus whenever required by the
terms of the underwriting agreement entered into pursuant to Section 5.2.
-----------
Pending such amendment or supplement, each such Holder shall cease making offers
or Transfers of Registerable Securities pursuant to the prospectus to be so
amended or supplemented. In the event that any Registrable Securities included
in a registration statement subject to, or required by, this Agreement remain
unsold at the end of the period during which the Company is obligated to use its
reasonable best efforts to maintain the effectiveness of such registration
statement, the Company may file a post-effective amendment to the registration
statement for the purpose of removing such Registrable Securities from
registered status.
12
<PAGE>
4.3. Furnish to each Selling Holder, without charge, such numbers
of copies of the registration statement, any pre-effective or post-effective
amendment thereto, the prospectus, including each preliminary prospectus and any
amendments or supplements thereto (in each case including all exhibits thereto),
in each case in conformity with the requirements of the Securities Act and the
rules thereunder, and such other related documents as any such Selling Holder
may reasonably request in order to facilitate the disposition of Registrable
Securities owned by such Selling Holder.
4.4. Use the Company's reasonable efforts (i) to register and
qualify the securities covered by such registration statement under such other
securities or Blue Sky laws of such states or jurisdictions, domestic or
foreign, as shall be reasonably requested by the Underwriters' Representative or
Agent (as applicable, or if inapplicable, in states designated by the Majority
Selling Holders), and (ii) to obtain the withdrawal of any order suspending the
effectiveness of a registration statement, or the lifting of any suspension of
the qualification (or exemption from qualification) of the offer and transfer of
any of the Registrable Securities in any jurisdiction, at the earliest possible
moment; provided, however, that the Company shall not be required in connection
-------- -------
therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such states or jurisdictions.
4.5. In the event of any underwritten or agented offering,
enter into and perform the Company's obligations under an underwriting or agency
agreement (including indemnification and contribution obligations of
underwriters or agents), in usual and customary form, with the managing
underwriter or underwriters of or agents for such offering. The Company shall
also cooperate with the Majority Selling Holders and the Underwriters'
Representative or Agent for such offering in the marketing within the United
States of America of the Registrable Securities, including taking reasonable
steps to make available the Company's officers, accountants, counsel, premises,
books and records for such purpose, but the Company shall not be required to
incur any material out-of-pocket expense pursuant to this sentence.
4.6. Promptly notify each Selling Holder of any stop order
issued or threatened to be issued by the Commission in connection therewith (and
take all reasonable actions required to prevent the entry of such stop order or
to remove it if entered).
13
<PAGE>
4.7. Make available for inspection by any Selling Holder, any
underwriter participating in such offering and the representatives of such
Selling Holder and underwriter and any attorney, accountant or other
professional retained by such Selling Holder, all financial and other records,
corporate documents and other information as shall be reasonably requested by
them, and provide the Selling Holder, any underwriter participating in such
offering and the representatives of such Selling Holder and underwriter the
reasonable opportunity to discuss the business affairs of the Company with its
principal executives and independent public accountants who have certified the
audited financial statements included in such registration statement, in each
case all as necessary to enable them to exercise their due diligence
responsibility under the Securities Act; provided, however, that information
-------- -------
that the Company determines, in good faith, to be confidential and which the
Company advises such Person in writing is confidential shall not be disclosed
unless such Person signs a confidentiality agreement in customary form or the
related Selling Holder agrees to be responsible for such Person's breach of
confidentiality on terms reasonably satisfactory to the Company.
4.8. Use the Company's reasonable best efforts to obtain a so-
called "comfort letter" from its independent public accountants, legal opinions
of counsel to the Company addressed to the Selling Holders, auditor's consents
and experts' cooperation as may be required or desirable to complete the
registration process, in customary form and covering such matters of the type
customarily covered by such letters, opinions or consents, and in a form that
shall be reasonably satisfactory to the Majority Selling Holders. The Company
shall furnish to each Selling Holder a signed counterpart of any such comfort
letter, opinions or consents. Delivery of any such comfort letter, opinions or
consents, shall be subject to the recipient furnishing such written
representations or acknowledgements as are customarily provided by selling
shareholders who receive such comfort letters, opinions or consents.
4.9. Provide and cause to be maintained a transfer agent and
registrar for all Registrable Securities covered by such registration statement
from and after a date not later than the effective date of such registration
statement.
4.10. Use reasonable best efforts to cause the Registrable
Securities covered by such registration statement (i)
14
<PAGE>
to be listed on the New York Stock Exchange or, if the Common Stock is not then
listed or admitted to trading thereon, on the principal national securities
exchange on which such Common Stock is then listed or admitted to trading or, if
such Common Stock is not then listed or admitted to trading on any national
securities exchange, on the NASDAQ Stock Market, and (ii) to be registered with
or approved by such other United States or state governmental agencies or
authorities as may be necessary by virtue of the business and operations of the
Company to enable the Selling Holders to consummate the disposition of the
Registrable Securities.
4.11. Use the Company's reasonable efforts to provide a CUSIP
number for the Registrable Securities prior to the effective date of the first
registration statement including Registrable Securities.
4.12. Notify each Selling Holder of such Registrable
Securities, at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, of the occurrence of an event requiring the
preparation of a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
prospectus will not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading and promptly made available to each Selling
Holder any such supplement or amendment.
4.13. Otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, and make available to its
security holders, as soon as reasonably practicable, an earnings statement
covering a period of twelve months, beginning within three months after the
effective date of the registration statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act.
4.14. Take such other actions as are reasonably required in
order to expedite or facilitate the disposition of Registrable Securities
included in each such registration.
Section 5. Holders' Obligations. It shall be a condition precedent
--------------------
to the obligations of the Company to effect a registration pursuant to this
Agreement with respect to the Registrable Securities of any Selling Holder that
such Selling Holder shall:
15
<PAGE>
5.1. Furnish to the Company such information regarding such Selling
Holder, the number of the Registrable Securities owned by it, and the intended
method of disposition of such securities as shall be required to effect the
registration of such Selling Holder's Registrable Securities, and to cooperate
with the Company in preparing such registration.
5.2. Agree, in a Piggyback Registration, to sell their
Registrable Securities to the underwriters at the same price and on
substantially the same terms and conditions as the Company or the other Persons
on whose behalf the registration statement was being filed have agreed to sell
their Shares.
5.3. Execute the underwriting agreement agreed to by the
Majority Selling Holders (in the case of a registration under Section 2) or the
---------
Company and the Majority Selling Holders (in the case of a registration under
Section 3). In an underwriting agreement executed by both the Company and the
- ---------
Selling Holders, representations and warranties made by the Company for the
benefit of the underwriter(s) shall also be made to and for the benefit of the
Selling Holders and representations and warranties made by the Selling Holders
for the benefit of the underwriter(s) shall also be made to and for the benefit
of the Company.
Section 6. Expenses of Registration. Expenses in connection with
------------------------
registrations pursuant to this Agreement shall be allocated and paid as follows:
6.1. With respect to each Demand Registration, the Company
shall bear and pay all expenses incurred in connection with any registration,
filing, or qualification of Registrable Securities for each Selling Holder,
including all registration, filing and National Association of Securities
Dealers, Inc. fees, all fees and expenses of complying with securities or blue
sky laws (including reasonable fees and disbursements of counsel in connection
with blue sky qualifications of the Registrable Securities), all word
processing, duplicating and printing expenses (including expenses of printing
prospectuses), messenger and delivery expenses, internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the fees and expenses incurred in
connection with the listing of the securities to be registered on each
securities exchange, the reasonable fees and disbursements of counsel for the
Company, and of the Company's independent public accountants, including the
expenses of "cold
16
<PAGE>
comfort" letters required by or incident to such performance and compliance, the
reasonable fees and expenses of any special experts retained by the Company in
connection with such registration, and fees and expenses of other Persons
retained by the Company (the "Registration Expenses"), but excluding
underwriting discounts and commissions relating to Registrable Securities (which
shall be paid by the Selling Holders); provided, however, that the Company shall
-------- -------
not be required to pay for any expenses of any registration proceeding begun
pursuant to Section 2 if the registration is subsequently withdrawn at the
---------
request of the Majority Selling Holders (in which case all Selling Holders shall
bear such expense), unless Holders whose Registrable Securities constitute a
majority of the Registrable Securities then outstanding agree that such
withdrawn registration shall constitute one of the Demand Registrations under
Section 2 hereof. Any registration withdrawn at the request of the Company
- ---------
pursuant to Section 1(c) of the Recapitalization Agreement shall not be deemed
withdrawn at the request of the Majority Selling Holders. In addition, if the
first Demand Registration is the Initial Public Offering, the Company shall pay
fifty percent (50%) of the reasonable attorneys' fees and expenses of one
counsel (who shall be reasonably acceptable to the Company) for the Selling
Holders in such Demand Registration, excluding any attorneys' fees and expenses
of counsel for tax advice or analysis related to or in connection with such
Demand Registration.
6.2. The Company shall bear and pay all Registration Expenses
incurred in connection with any Piggyback Registrations pursuant to Section 3,
---------
but excluding underwriting discounts and commissions relating to Registrable
Securities (which shall be paid on a pro rata basis by the Selling Holders and
shall be on the same terms as those paid by the Company for Primary Securities
included in the registration, if any Primary Securities are included).
6.3. Any failure of the Company to pay any Registration
Expenses as required by this Section 6 shall not relieve the Company of its
---------
obligations under this Agreement.
Section 7. Indemnification; Contribution. If any Registrable
-----------------------------
Securities are included in a registration statement under this Agreement:
17
<PAGE>
7.1. To the extent permitted by applicable law, the Company shall
indemnify and hold harmless each Selling Holder, each Person, if any, who
controls such Selling Holder within the meaning of the Securities Act, and each
officer, director, partner, employee, agent, representative and attorney of such
Selling Holder and such controlling Person, against any and all losses, claims,
damages, liabilities and expenses (joint or several), including reasonable
attorneys' fees and disbursements and reasonable expenses of investigation,
incurred by such Person pursuant to any actual or threatened action, suit,
proceeding or investigation, or to which any of the foregoing Persons may become
subject under the Securities Act, the Exchange Act or other federal or state
laws, insofar as such losses, claims, damages, liabilities and expenses arise
out of or are based upon any of the following statements, omissions or
violations (collectively a "Violation"):
(i) Any untrue statement or alleged untrue statement of a material
fact contained in such registration statement, including any preliminary
prospectus or final prospectus contained therein, or any amendments or
supplements thereto;
(ii) The omission or alleged omission to state therein a material fact
required to be stated therein, or necessary to make the statements therein not
misleading; or
(iii) Any violation or alleged violation by the Company of the
Securities Act, the Exchange Act, any applicable state securities law or any
rule or regulation promulgated under the Securities Act, the Exchange Act or any
applicable state securities law;
provided, however, that the indemnification required by this Section 7.1 shall
- -------- ------- -----------
not apply to amounts paid in settlement of any such loss, claim, damage,
liability or expense if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable in any such case for any such loss, claim, damage, liability
or expense to the extent that it arises solely out of or is solely based upon a
Violation which occurs in reliance upon and in conformity with written
information furnished to the Company by the indemnified party expressly for use
in connection with such registration; provided, further, that the indemnity
-------- -------
agreement contained in this Section 7 shall not apply to any underwriter to the
---------
extent that any such loss is based on or arises out of an untrue statement or
alleged untrue statement of a material fact, or
18
<PAGE>
an omission or alleged omission to state a material fact, contained in or
omitted from any preliminary prospectus if the final prospectus shall correct
such untrue statement or alleged untrue statement, or such omission or alleged
omission, and a copy of the final prospectus has not been sent or given to such
person at or prior to the confirmation of sale to such person if such
underwriter was under an obligation to deliver such final prospectus and failed
to do so. The Company shall also indemnify underwriters, selling brokers,
dealer managers and similar securities industry professionals participating in
the distribution, their officers, directors, agents and employees and each
person who controls such persons (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) to the same extent as provided
above with respect to the indemnification of the Selling Holders.
7.2. To the extent permitted by applicable law, each Selling
Holder shall indemnify and hold harmless the Company, each of its directors,
each of its officers who shall have signed the registration statement, each
Person, if any, who controls the Company within the meaning of the Securities
Act, any other Selling Holder, any controlling Person of any such other Selling
Holder and each officer, director, partner, employee, agent, representative and
attorney of such other Selling Holder and such controlling Person, against any
and all losses, claims, damages, liabilities and expenses (joint and several),
including reasonable attorneys' fees and disbursements and reasonable expenses
of investigation, incurred by such Person pursuant to any actual or threatened
action, suit, proceeding or investigation, or to which any of the foregoing
Persons may otherwise become subject under the Securities Act, the Exchange Act
or other federal or state laws, insofar as such losses, claims, damages,
liabilities and expenses arise out of or are based upon any Violation, in each
case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished by such
Selling Holder expressly for use in connection with such registration; provided,
--------
however, that (x) the indemnification required by this Section 7.2 shall not
- ------- -----------
apply to amounts paid in settlement of any such loss, claim, damage, liability
or expense if settlement is effected without the consent of the relevant Selling
Holder of Registrable Securities, which consent shall not be unreasonably
withheld, and (y) in no event shall the amount of any indemnity under this
Section 7.2 exceed the gross proceeds from the applicable offering received by
- -----------
such Selling Holder.
19
<PAGE>
7.3. Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, suit, proceeding,
- ---------
investigation or threat thereof made in writing for which such indemnified party
may make a claim under this Section 7, such indemnified party shall deliver to
---------
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
-------- -------
have the right to retain its own counsel, with the fees and disbursements and
expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the indemnifying party
within a reasonable time following the commencement of any such action, if
prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
-------
7 but shall not relieve the indemnifying party of any liability that it may have
- -
to any indemnified party otherwise than pursuant to this Section 7. Any fees
---------
and expenses incurred by the indemnified party (including any fees and expenses
incurred in connection with investigating or preparing to defend such action or
proceeding) shall be paid to the indemnified party, as incurred, within thirty
(30) days of written notice thereof to the indemnifying party (regardless of
whether it is ultimately determined that an indemnified party is not entitled to
indemnification hereunder). Any such indemnified party shall have the right to
employ separate counsel in any such action, claim or proceeding and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be the expenses of such indemnified party unless (i) the indemnifying
party has agreed to pay such fees and expenses or (ii) the indemnifying party
shall have failed to promptly assume the defense of such action, claim or
proceeding or (iii) the named parties to any such action, claim or proceeding
(including any impleaded parties) include both such indemnified party and the
indemnifying party, and such indemnified party shall have been advised by
counsel that there may be one or more legal defenses available to it which are
different from or in addition to those available to the indemnifying party and
that the assertion of such defenses would create a conflict of interest such
that counsel employed by the indemnifying party could not
20
<PAGE>
faithfully represent the indemnified party (in which case, if such indemnified
party notifies the indemnifying party in writing that it elects to employ
separate counsel at the expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense of such action, claim or
proceeding on behalf of such indemnified party, it being understood, however,
that the indemnifying party shall not, in connection with any one such action,
claim or proceeding or separate but substantially similar or related actions,
claims or proceedings in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate firm of attorneys (together with appropriate local
counsel) at any time for all such indemnified parties, unless in the reasonable
judgment of such indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
action, claim or proceeding, in which event the indemnifying party shall be
obligated to pay the fees and expenses of such additional counsel or counsels).
No indemnifying party shall be liable to an indemnified party for any settlement
of any action, proceeding or claim without the written consent of the
indemnifying party, which consent shall not be unreasonably withheld.
7.4. If the indemnification required by this Section 7 from
---------
the indemnifying party is unavailable to an indemnified party hereunder in
respect of any losses, claims, damages, liabilities or expenses referred to in
this Section 7:
---------
(i) The indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and indemnified parties in connection with the actions which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative fault of such indemnifying
party and indemnified parties shall be determined by reference to, among other
things, whether any Violation has been committed by, or relates to information
supplied by, such indemnifying party or indemnified parties, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such Violation. The amount paid or payable by a party as a result of
the losses, claims, damages, liabilities and expenses referred to above shall be
deemed to include, subject to the limitations set forth in Section 7.1 and
-----------
21
<PAGE>
Section 7.2, any legal or other fees or expenses reasonably incurred by such
- -----------
party in connection with any investigation or proceeding.
(ii) The parties hereto agree that it would not be just and equitable
if contribution pursuant to this Section 7.4 were determined by pro rata
-----------
allocation or by any other method of allocation which does not take into account
the equitable considerations referred to in Section 7.4(i). No Person guilty of
--------------
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.
(iii) In no event shall the total of amounts paid pursuant to
this Section 7.4 by any Selling Holder exceed the gross proceeds from the
-----------
applicable offering received by such Selling Holder.
7.5. If indemnification is available under this Section 7, the
---------
indemnifying parties shall indemnify each indemnified party to the full extent
provided in this Section 7 without regard to the relative fault of such
---------
indemnifying party or indemnified party or any other equitable consideration
referred to in Section 7.4.
-----------
7.6. The obligations of the Company and the Selling Holders of
Registrable Securities under this Section 7 shall survive the completion of any
---------
offering of Registrable Securities pursuant to a registration statement under
this Agreement, and otherwise.
7.7. Nothing contained in this Section 7 shall be deemed to
---------
give the Company the right to refuse to file any registration statement pursuant
to Sections 2 or 3 or otherwise take any action required thereunder.
---------- -
Section 8. Holdback. Each Holder entitled pursuant to this
--------
Agreement to have Registrable Securities included in a registration statement
prepared pursuant to this Agreement, if so requested by the Underwriters'
Representative or Agent in connection with an offering of any securities covered
by a registration statement filed by Company, whether or not Holder's securities
are included therein, shall not effect any public sale or distribution of shares
of Common Stock or any securities convertible into or exchangeable or
exercisable for shares of
22
<PAGE>
Common Stock, including a sale pursuant to Rule 144 under the Securities Act
(except as part of such underwritten or agented registration), during the 15-day
period prior to, and during the 90-day period beginning on, the date such
registration statement is declared effective under the Securities Act by the
Commission, provided that such Holder is timely notified of such effective date
--------
in writing by the Company or such Underwriters' Representative or Agent; and
provided further that the 90-day period may be extended for up to 90 additional
- -------- -------
days (for a total of 180 days from the effective date of the registration
statement) if the Underwriters' Representative or Agent in good faith advises
the Company that such extension is advisable and requests an extension and such
Holder is timely notified of the extension of the period and the ending date of
such period as extended.
Section 9. Amendment, Modification and Waivers; Further Assurances.
-------------------------------------------------------
(i) This Agreement may be amended with the consent of the Company and
the Company may take any action herein prohibited, or omit to perform any act
herein required to be performed by it, only if the Company shall have obtained
the written consent to such amendment, action or omission to act of Holders
owning a majority in amount of the Registrable Securities Then Outstanding.
(ii) No waiver of any terms or conditions of this Agreement shall
operate as a waiver of any other breach of such terms and conditions or any
other term or condition, nor shall any failure to enforce any provision hereof
operate as a waiver of such provision or of any other provision hereof. No
written waiver hereunder, unless it by its own terms explicitly provides to the
contrary, shall be construed to effect a continuing waiver of the provisions
being waived and no such waiver in any instance shall constitute a waiver in any
other instance or for any other purpose or impair the right of the party against
whom such waiver is claimed in all other instances or for all other purposes to
require full compliance with such provision.
(iii) Each of the parties hereto shall execute all such further
instruments and documents and take all such further action as any other party
hereto may reasonably require in order to effectuate the terms and purposes of
this Agreement.
23
<PAGE>
9.1. No Conflicts; Other Registration Rights.
---------------------------------------
(i) The Company shall not enter into any agreement, contract or
understanding, written or unwritten, inconsistent with any provision of this
Agreement.
(ii) The Company shall not grant any right of registration under the
Securities Act relating to any of its securities to any Person unless the
Holders shall be entitled to have included in any such registration the
Registrable Securities owned by them in accordance with Section 3 of this
---------
Agreement.
9.2. Public Information. The Company covenants that it will
------------------
file the reports required to be filed by it under the Securities Act or the
Exchange Act and the rules and regulations adopted by the Commission thereunder
and will take such further action as any Holder may reasonably request, all to
the extent required from time to time to enable the Holders to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (i) Rule 144 or, if applicable, Regulation S under
the Securities Act, as such Rule or Regulation may be amended from time to time,
or (ii) any other rule or regulation hereafter adopted by the Commission
permitting the sale of securities without registration under the Securities Act.
At the request of any Holder, the Company will deliver to such Holder a written
statement as to whether it has complied with such requirements.
Section 10. Assignment of Registration Rights. A Holder may assign
---------------------------------
its rights under the Agreement to any Person to whom the Holder sells or
Transfers any of the Registrable Securities owned by it (other than a sale of
securities pursuant to Rule 144 under the Securities Act or a registration
pursuant to this Agreement or a sale or Transfer in connection with the sale of
all or substantially all of the outstanding Shares of the Company); provided,
--------
however, that no assignment shall increase the number of registrations otherwise
- -------
required to be provided by the Company hereunder or increase, with respect to
any registration statement filed by the Company, the amount of Registration
Expenses payable by the Company.
24
<PAGE>
Section 11. Miscellaneous.
-------------
11.1. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
-------------
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.
11.2. Consent to Jurisdiction and Service of Process. Any
----------------------------------------------
action, suit or claim arising out of or relating to this Agreement shall be
instituted in any federal court of the State of New York or in any state court
located in the State of New York, and each party agrees not to assert, by way of
motion, as a defense or otherwise, in any such action, suit or proceeding, any
claim that it is not subject personally to the jurisdiction of such court, that
the action, suit or proceeding is brought in an inconvenient forum, that the
venue of the action, suit or proceeding is improper or that this Agreement or
the subject matter hereof may not be enforced in or by such court. Each party
further irrevocably submits to the jurisdiction of such court in any such
action, suit or proceeding. FATS International has appointed CT Corporation,
located at 1633 Broadway, New York, NY 10019 (the "FATS International Agent"),
as such party's authorized agent to accept and acknowledge on such party's
behalf service of any and all process that may be served in any such action,
suit or proceeding against FATS International. Any and all service of process
and any other notice in any such action, suit or proceeding shall be effective
against any party given personally or by registered or certified mail, return
receipt requested, or by any other means of mail that requires a signed receipt,
postage prepaid, mailed to FATS International as herein provided, or by personal
service on the FATS International Agent with a copy of such process mailed to
FATS International by first class mail or registered or certified mail, return
receipt requested, postage prepaid. Nothing herein contained shall be deemed to
affect the right of any party to serve process in any manner permitted by law or
to commence legal proceedings or otherwise proceed against any other party in
any other jurisdiction.
11.3. Notices. All notices and requests given pursuant to this
-------
Agreement shall be in writing and shall be made by hand-delivery, first-class
mail (registered or certified, return receipt requested), confirmed facsimile or
overnight air courier guaranteeing next business day delivery to the relevant
address specified on Schedule I to this Agreement. Except as otherwise provided
----------
in this Agreement, the date of each such notice and
25
<PAGE>
request shall be deemed to be, and the date on which each such notice and
request shall be deemed given shall be: at the time delivered, if personally
delivered or mailed; when receipt is acknowledged, if sent by facsimile; and the
next business day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next business day delivery.
11.4. Entire Agreement; Integration. This Agreement supersedes
-----------------------------
all prior agreements between or among any of the parties hereto with respect to
the subject matter contained herein and therein, and such agreements embody the
entire understanding among the parties relating to such subject matter.
11.5. Injunctive Relief. Each of the parties hereto
-----------------
acknowledges that in the event of a breach by any of them of any material
provision of this Agreement, the aggrieved party may be without an adequate
remedy at law. Each of the parties therefore agrees that in the event of such a
breach hereof the aggrieved party may elect to institute and prosecute
proceedings to enforce specific performance or to enjoin the continuing breach
hereof. By seeking or obtaining any such relief, the aggrieved party shall not
be precluded from seeking or obtaining any other relief to which it may be
entitled.
11.6. Section Headings. Section headings are for convenience
----------------
of reference only and shall not affect the meaning of any provision of this
Agreement.
11.7. Counterparts. This Agreement may be executed in any
------------
number of counterparts, each of which shall be an original, and all of which
shall together constitute one and the same instrument. All signatures need not
be on the same counterpart.
11.8. Severability. If any provision of this Agreement shall
------------
be invalid or unenforceable, such invalidity or unenforceability shall not
affect the validity and enforceability of the remaining provisions of this
Agreement, unless the result thereof would be unreasonable, in which case the
parties hereto shall negotiate in good faith as to appropriate amendments
hereto.
11.9. Filing. A copy of this Agreement and of all amendments
------
thereto shall be filed at the principal executive office of the Company.
26
<PAGE>
11.10. Termination. This Agreement may be terminated at any time by
-----------
a written instrument signed by the Buyers and Holders owning a majority in
amount of Registrable Shares. Unless sooner terminated in accordance with the
preceding sentence, this Agreement (other than Section 7 hereof) shall terminate
---------
in its entirety on such date as there shall be no Registrable Securities
outstanding, provided that any shares of Common Stock previously subject to this
Agreement shall not be Registrable Securities following the sale of any such
shares in an offering registered pursuant to this Agreement.
11.11. Attorneys' Fees. In any action or proceeding brought to
---------------
enforce any provision of this Agreement, or where any provision hereof is
validly asserted as a defense, the successful party shall be entitled to recover
reasonable attorneys' fees (including any fees incurred in any appeal) in
addition to its costs and expenses and any other available remedy.
11.12. No Third Party Beneficiaries. Except as expressly set
----------------------------
forth herein with respect to Holders, nothing herein expressed or implied is
intended to confer upon any person, other than the parties hereto or their
respective permitted assigns, successors, heirs and legal representatives, any
rights, remedies, obligations or liabilities under or by reason of this
Agreement.
27
<PAGE>
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the date first written above.
FIREARMS TRAINING SYSTEMS, INC.
By: /s/ Bob Terry
-------------------------
Name: Bob Terry
Title: President and Chief
Operating Officer
FIREARMS TRAINING SYSTEMS
INTERNATIONAL N.V.
By: /s/ Jody Scheckter
------------------------
Name: Jody Scheckter
Title: Director
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/ Jonathan H. Kagan
-----------------------
Jonathan H. Kagan
Managing Director
<PAGE>
CENTRE PARTNERS COINVESTMENT, L.P.
By Centre Partners II, LLC, as
general partner
By /s/ Jonathan H. Kagan
-----------------------
Jonathan H. Kagan
Managing Director
29
<PAGE>
SCHEDULE I
PARTY ADDRESS
- ----- -------
CENTRE CAPITAL INVESTORS II, L.P c/o Centre Partners Management
LLC
CENTRE CAPITAL OFFSHORE INVESTORS II, L.P. 30 Rockefeller Plaza
New York, NY 10020
CENTRE CAPITAL TAX-EXEMPT INVESTORS II, L.P. Facsimile No: 212-332-5801
CENTRE PARTNERS COINVESTMENT, L.P. Attn: Jonathan Kagan
FIREARMS TRAINING SYSTEMS INTERNATIONAL N.V. c/o Holland Intertrust
(Antilles) N.V.
Landhuis Joonchi
Kaya Richard J. Beaujon z/n
P.O. Box 837
Curacao, Netherlands Antilles
Facsimile No: 011-599-9-366-161
Attn: Gregory Elias, Director
FIREARMS TRAINING SYSTEMS, INC. 7340 McGinnis Ferry Road
Suwanee, GA 30174
Facsimile No: 770-813-0741
Attn: President
30
<PAGE>
EXHIBIT 10.19
FIREARMS TRAINING SYSTEMS, INC.
EXECUTIVE SEVERANCE BENEFIT PLAN
1. PURPOSE OF THE PLAN
-------------------
The purpose of the Firearms Training Systems, Inc. Executive Severance
Benefit Plan (the "Plan") is to provide severance pay and benefits, as described
below, to designated executives of Firearms Training Systems, Inc. (the
"Company") whose employment with the Company terminates between October 1, 1996
and September 30, 1997. This document serves as both the Plan document and the
Summary Plan Description.
2. PARTICIPATION
-------------
Participation in the Plan is limited to each executive of the Company
listed on Exhibit A (each such executive referred to herein as a "Participant").
3. SEVERANCE BENEFITS
------------------
Subject to Section 4 hereof, a Participant whose employment with the
Company is terminated by the Company for any reason other than for Cause (as
defined in the Firearms Training Systems, Inc. Stock Option Plan) prior to
September 30, 1997 shall be entitled to receive severance pay in an amount
calculated as follows:
(i) With respect to a Participant whose employment is terminated by the
Company for any reason other than for Cause on or prior to July 31, 1997, a lump
sum amount equal to the Participant's monthly salary, multiplied by three (3).
(ii) With respect to a Participant whose employment is terminated by the
Company for any reason other than for Cause during the month of August, 1997, a
lump sum amount equal to the Participant's monthly salary, multiplied by two
(2).
<PAGE>
(iii) With respect to a Participant whose employment is terminated by the
Company for any reason other than for Cause during the month of September, 1997,
a lump sum amount equal to the Participant's monthly salary.
For purposes of this Section, a Participant's "monthly salary" shall be the
Participant's monthly base salary in effect at the time the Participant's
employment is terminated, excluding any additives, premiums, bonuses or other
adjusted amounts. The participant will receive payment in a lump sum as soon as
practicable after the revocation period applicable to the waiver and release
executed by the Participant in accordance with Section 4 hereof has expired.
Amounts payable under this Section shall be reduced by such amount as the
Company may be required under all applicable federal, state, local income or
employment tax or other laws or regulations to withhold or pay over with respect
to such amounts.
A Participant shall not be entitled to any severance or separation pay or
benefits other than as provided in this Plan. Except as provided in the
foregoing sentence, a Participant's rights under any employee benefit plans
maintained by the Company shall be determined in accordance with the provisions
of such plans.
4. WAIVER AND RELEASE
------------------
A participant will not be entitled to receive the severance benefits
described in Section 3 above unless he executes the waiver and release attached
as Exhibit B hereto.
5. METHOD OF FUNDING
-----------------
Nothing in the Plan shall be interpreted as requiring the Company to set
aside any of its assets for the purpose of funding its obligation under the
Plan. No person entitled to benefits under the Plan shall have any right, title
or claim in or to any specific assets of the Company, but shall have the right
only as a general creditor of the Company to receive benefits from the Company
on the terms and conditions provided in the Plan.
6. ADMINISTRATION OF THE PLAN
--------------------------
- 2 -
<PAGE>
The Plan shall be administered by the board of directors of the Company, or
any designated committee thereof (the board of directors or designated committee
referred to herein as the "Plan Administrator"). The Plan Administrator may
delegate any administrative duties, including, without limitation, duties with
respect to the processing, review, investigation, approval and payment of
severance pay and provision of severance benefits, to designated individuals or
committees. The Company shall be the "administrator" and a "named fiduciary"
under the Plan for purposes of the Employee Retirement Income Security Act of
1974, as amended ("ERISA").
The Plan Administrator shall promulgate any rules and regulations necessary
to carry out the purposes of the Plan or to interpret the terms and conditions
of the Plan, provided, however, that no rule, regulation or interpretation shall
-------- -------
be contrary to the provisions of the Plan. The rules, regulations and
interpretations made by the Plan Administrator shall be final and binding on any
employee or former employee of the Company or any successor in interest of
either.
7. CLAIMS PROCEDURE
-----------------
The Plan Administrator shall determine the rights of any employee or former
employee of the Company to any severance benefits hereunder. The Plan
Administrator has the sole and absolute power and discretionary authority to
interpret and apply the provisions of this Plan to a particular circumstance,
make all factual and legal determinations, construe uncertain or disputed terms
and make eligibility and benefit determinations in such manner and to such
extent as the Plan Administrator in his or her sole discretion may determine.
Any employee or former employee of the Company who believes that he is entitled
to receive severance benefits under the Plan, including severance benefits other
than those initially determined by the Plan Administrator, may file a claim in
writing with the Plan Administrator. No later than 90 days after the receipt of
the claim the Plan Administrator shall either allow or deny the claim in
writing.
A denial of a claim, in whole or in part, shall be written in a manner
calculated to be understood by the claimant and shall include the specific
reason or reasons for the denial, specific reference to pertinent Plan
provisions on which the
- 3 -
<PAGE>
denial is based, a description of any additional material or information
necessary for the claimant to perfect the claim and an explanation of why such
material or information is necessary, and an explanation of the claim review
procedure.
A claimant whose claim is denied (or his or her duly authorized
representative), may within 60 days after receipt of the denial of his or her
claim, request a review upon written application to the Plan Administrator,
review pertinent documents and submit issues and comments in writing.
The Plan Administrator shall notify the claimant of his or her decision on
review within 60 days after receipt of a request for review unless special
circumstances require an extension of time for processing, in which case a
decision shall be rendered as soon as possible, but not later than 120 days
after receipt of a request for review. Notice of the decision on review shall
be in writing. The Plan Administrator's decision on review shall be final and
binding on any claimant or any successor in interest.
8. AMENDMENT OR TERMINATION OF PLAN
---------------------------------
Notwithstanding anything in the Plan to the contrary, the Company, with the
written consent of all of the Participants, may amend, modify or terminate this
Plan; provided, however, that no amendment, modification or termination shall
-------- -------
deprive any Participant of any payment or benefit that the Plan Administrator
has determined is payable under the Plan.
9. MISCELLANEOUS
-------------
(A) LIMITATION ON RIGHTS. The Plan is limited to the Participants
identified on Schedule A hereof, and shall have no application to any previous
or subsequent workforce reductions implemented by the Company or to any other
voluntary or involuntary terminations of employment.
(B) HEADINGS. Headings of sections in this instrument are for convenience
only, and do not constitute any part of the Plan.
(C) SEVERABILITY. If any provision of this Plan or the rules and
regulations made pursuant to the Plan are held to
- 4 -
<PAGE>
be invalid or illegal for any reason, such illegality or invalidity shall not
affect the remaining portions of this Plan.
(D) GOVERNING LAW. The Plan shall be construed and enforced in accordance
with ERISA and the laws of the State of New York to the extent such laws are not
preempted by ERISA.
(E) SUCCESSORS AND ASSIGNS. This Plan shall be binding upon and inure to
the benefit of the Company and its successors and assigns and shall be binding
upon and inure to the benefit of a Participant and his legal representatives,
heirs and assigns. No rights, obligations or liabilities of a Participant
hereunder shall be assignable without the prior written consent of the Company.
In the event of the death of a Participant after termination of employment and
execution of the waiver and release required by Section 4 above, but prior to
receipt of severance benefits to which he is entitled hereunder, the severance
pay described in Section 3 shall be paid to his estate.
(F) PLAN YEAR. The Plan shall be administered on the twelve-month period
commencing on October 1, 1996.
10. IDENTIFICATIONS
---------------
Plan Sponsor............... Firearms Training Systems, Inc.
7340 McGinnis Ferry Road
Suwanee, Georgia 30174
(770) 813-0180
Employer Identification
Number of the Company 57-0777018
Plan Administrator......... Board of Directors
Firearms Training Systems, Inc.
7340 McGinnis Ferry Road
Suwanee, Georgia 30174
(770) 813-0180
Agent for Service of
Legal Process............ Corporate Secretary
Firearms Training Systems, Inc.
7340 McGinnis Ferry Road
Suwanee, Georgia 30174
(770) 813-0180
- 5 -
<PAGE>
Plan Number................ 502
Type of Plan............... Severance Plan (Welfare Benefit Plan)
11. ERISA RIGHTS
------------
As a participant in the Plan, you are entitled to certain rights and
protections under ERISA. ERISA provides that all Plan participants shall be
entitled to:
Examine, without charge, at the Plan Administrator's office at 7340
McGinnis Ferry Road Suwanee, Georgia 30174 all Plan documents and copies of
all documents (if any) filed by the Plan with the U.S. Department of Labor;
and
Obtain copies of all Plan documents and other Plan information upon
written request to the Plan Administrator. The Plan Administrator may make
a reasonable charge for the copies.
In addition to creating rights for participants, ERISA imposes duties
upon the people who are responsible for the operation of the Plan. The people
who operate the Plan, called "fiduciaries" of the Plan, have a duty to act
prudently and in the interest of you and other participants and beneficiaries.
No one, including your employer, your union, or any other person, may fire you
or otherwise discriminate against you in any way to prevent you from obtaining
your interest in the Plan or from exercising your rights under ERISA. If your
claim for a benefit from the Plan is denied in whole or in part, you must
receive a written explanation of the reason for the denial. You have the right
to have your claim reviewed and reconsidered. Under ERISA, there are steps you
can take to enforce the above rights. For instance, if you request materials
from the Plan and do not receive them within 30 days, you may file suit in a
federal court. In such a case, the court may require the Plan Administrator to
provide the materials and pay you up to $100 a day until you receive the
materials, unless the materials were not sent because of reasons beyond the
control of the Plan Administrator. If you have a claim for benefits which is
denied or ignored, in whole or in part, you may file suit in a state or
- 6 -
<PAGE>
federal court. If it should happen that Plan fiduciaries misuse the Plan's
money, or if you are discriminated against for asserting your rights, you may
seek assistance from the U.S. Department of Labor, or you may file suit in a
federal court. The court will decide who should pay court costs and legal fees.
If you are successful, the court may order the person you have sued to pay these
costs and fees. If you lose and the court finds your claim to be frivolous, the
court may order you to pay these costs and fees. If you have any questions
about the Plan, you should contact the Plan Administrator. If you have any
questions about this statement or about your rights under ERISA, you should
contact the nearest Area Office of the U.S. Labor-Management Services
Administration, Department of Labor.
FIREARMS TRAINING SYSTEMS, INC.
By: /s/ Scott Perekslis
------------------------------
Name: Scott Perekslis
Title: Vice President
- 7 -
<PAGE>
EXHIBIT A
PARTICIPATING EXECUTIVES
David A. Apseloff
Gregory F. Echols
Juan de Ledebur
Robert F. Mercredy
Robert B. Terry, Jr.
<PAGE>
EXHIBIT B
FIREARMS TRAINING SYSTEMS, INC.
EXECUTIVE SEVERANCE BENEFIT PLAN
WAIVER AND RELEASE
In exchange for the severance benefits to be provided me under the
Firearms Training Systems, Inc. Executive Severance Benefit Plan which I
acknowledge I am not otherwise entitled to receive, I freely and voluntarily
agree to this Waiver and Release.
1. In signing this Waiver and Release, I hereby waive and release any
and all claims that I may ever have had or that I now have against the following
persons and organizations:
a. Firearms Training Systems, Inc. and any of its affiliates, successors
and subsidiaries; and
b. Any and all officers, directors, employees, shareholders and agents of
Firearms Training Systems, Inc. and any of its affiliates, successors or
subsidiaries.
2. I understand and agree that, in signing this document, I am
waiving and releasing any and all claims of whatever nature that I may ever have
had or now have against the persons and organizations listed in paragraph 1. I
understand and agree that among the claims that I am waiving and releasing are
the following:
a. Claims of age discrimination in employment under the federal Age
Discrimination in Employment Act;
b. Claims of race, color, sex, national origin, and religious
discrimination in employment under Title VII of the Civil Rights Act of 1964, as
amended, and the Civil Rights Act of 1866, 42 U.S.C. (S) 1981, as amended;
c. Claims of disability discrimination under the Americans with
Disabilities Act;
d. Claims of discrimination in employment under any state or local statute,
ordinance, regulation, or constitution;
e. Claims of breach of contract arising prior to the date of termination of
employment, or claims of vacation or other benefits; and
f. Any common law or statutory claims of wrongful discharge and any other
common law tort or statutory claims, provided that I am not releasing any claims
filed under Georgia or any other state's workers' compensation laws; and
I understand and agree that I am waiving and releasing any and all claims that I
may ever have had or that I now have, regardless of their nature or origin, and
that the fact that such claim is not listed in subparagraphs (a) through (f),
above, does not mean that such claim is not included in this Waiver and Release.
<PAGE>
3. In signing this agreement, I agree and understand that this Waiver
and Release will be binding not only on me but also on my heirs, administrators,
and assigns with respect to the claims covered by this agreement. As of the date
of my signing of this agreement, I have made no assignment of any claims against
any of the persons or organizations described in paragraph 1.
4. I hereby acknowledge that, at the time I was given this Waiver and
Release, I was informed in writing by Firearms Training Systems, Inc. that I had
at least 21 days in which to consider whether I would sign this Waiver and
Release. I also acknowledge that, at the time I was given this Waiver and
Release, I was informed in writing that I should consult with an attorney before
signing this agreement. I have had an opportunity to consult with an attorney
and have either had such consultations or have decided of my own free will that
I will sign this agreement without consulting with legal counsel.
5. I acknowledge that I have been informed that I may revoke my
acceptance of this Waiver and Release by delivering a letter to James W. Hall,
Firearms Training Systems, Inc., 7340 McGinnis Ferry Road, Suwanee, Georgia
30174 within seven days of the date I have signed this agreement. I understand
that this Waiver and Release will not become effective until the eighth day
following my signing of this agreement. I understand and intend that, in the
event I do not revoke my acceptance of this agreement within the seven-day
period described in this paragraph, this Waiver and Release will be legally
binding and enforceable.
_________________________ __________________________________
NAME (Print) SOCIAL SECURITY NUMBER
_________________________ ___________________________________
SIGNATURE DATE
<PAGE>
EXHIBIT 10.20
EMPLOYMENT AGREEMENT
--------------------
EMPLOYMENT AGREEMENT dated as of September 18, 1996 between Firearms
Training Systems, Inc., a Delaware corporation (the "Company"), and Peter A.
Marino (the "Executive").
WHEREAS, the Company is the leading worldwide provider of small and
supporting arms training simulators;
WHEREAS, the Company desires to employ the Executive to serve as President
and Chief Executive Officer of the Company, upon the terms and subject to the
conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
contained herein, the parties hereby agree as follows:
1. EMPLOYMENT. The Company hereby agrees to employ the Executive and the
----------
Executive hereby agrees to be employed by the Company upon the terms and subject
to the conditions contained in this Agreement. The initial term of employment
of the Executive by the Company pursuant to this Agreement shall commence on
October 15, 1996 and, unless earlier terminated pursuant to Section 4, shall end
on March 31, 2002 (such period referred to herein as the "Initial Term");
provided that the terms of this Agreement shall be automatically extended as of
each March 31, commencing March 31, 2002, for one additional year unless either
the Company or the Executive shall have terminated the automatic extension
provisions of this sentence by giving written notice to the other party at least
120 days prior to the then applicable termination date. (The Initial Term and
any extension of the Initial Term pursuant to this Section 1 shall be referred
to herein as the "Employment Period.")
2. POSITION AND DUTIES; RESPONSIBILITIES. (a) Position and Duties. The
------------------------------------- -------------------
Company shall employ the Executive during the Employment Period as its chief
executive officer, with the title of President and Chief Executive Officer. The
Executive shall report to the Board of Directors of the Company (the "Board")
and not any other officer of the Company. During
<PAGE>
the Employment Period, the Executive shall perform faithfully and loyally and to
the best of his abilities the duties assigned to him hereunder, and, except for
the consulting and directorship activities listed in the following sentence or
approved by the Board in accordance with this subsection, shall devote his full
business time, attention and effort to the affairs of the Company and its
subsidiaries and shall use his reasonable best efforts to promote the interests
of the Company and its subsidiaries. The Executive's positions as (1) a
director of Space Imaging, Inc., (2) a member of the Defense Science Board and
(3) a consultant to Raytheon E-Systems and Raytheon Company in accordance with a
noncompetition and consulting agreement between the Executive, Raytheon E-
Systems and Raytheon Company (the "Raytheon Agreement"), are hereby approved.
The Executive may engage in charitable, civic or community activities and, with
the prior approval of the Board, may serve as a director of any other business
corporation, provided that such activities or service do not interfere with his
duties hereunder or violate the terms of any of the covenants contained in
Sections 7, 8 or 9. The Executive's principal office for the performance of his
duties under this Agreement shall be located within the greater metropolitan
area of a city in the United States with a population in such greater
metropolitan area of at least one million (1,000,000).
(b) Responsibilities. Subject to the powers, authority and
----------------
responsibilities vested in the Board and in duly constituted committees of the
Board, the Executive shall have the authority and responsibility for the
formulation and execution of the corporate policy of the Company. The Executive
shall also perform such other duties (not inconsistent with the position of
principal executive officer) on behalf of the Company and its subsidiaries as
may from time to time be authorized or directed by the Board.
3. COMPENSATION. (a) Base Salary. During the Employment Period, the
------------ -----------
Company shall pay to the Executive a base salary at the rate of $350,000 per
annum ("Base Salary"), payable in accordance with the Company's executive
payroll policy. Such Base Salary shall be reviewed annually, and shall be
subject to such annual increases, if any, as determined by the Compensation
- 2 -
<PAGE>
Committee of the Board. The Base Salary shall not be decreased during the
Employment Period.
(b) Annual Bonus. (1) The Executive shall be entitled as of the end of
------------
each fiscal year to receive an annual incentive bonus payable in cash for each
full fiscal year of the Company during the term of this Agreement, commencing
with the fiscal year ending on March 31, 1998, in accordance with the formula
set forth in this Section 3(b). The Executive shall also be entitled to receive
an incentive bonus for the fiscal year of the Company ending on March 31, 1997
in the amount determined under paragraph (2) below, multiplied by a fraction,
the numerator of which is the number of days of such fiscal year during which
the Executive is employed by the Company and the denominator of which is 365.
The formula set forth in this Section 3(b) shall not be changed, unless the
bonus based on such formula is replaced by a bonus or incentive arrangement with
substantially the same potential value and economic benefit to the Executive as
the bonus based on the formula set forth herein. The annual incentive bonus to
which the Executive is entitled pursuant to this Section 3(b) is referred to
herein as the "Annual Bonus." Nothing in this Section 3(b) or this Agreement
shall prohibit the Board from awarding the Executive an Annual Bonus in an
amount greater than the Annual Bonus calculated in accordance with this Section
3(b) if the Board determines, in its sole discretion, that a greater bonus is
appropriate.
(2) The amount of the Annual Bonus to which the Executive shall be
entitled shall be determined by multiplying the Maximum Bonus Amount by the
Bonus Factor.
(3) As used in this Section 3(b), the following terms have the meanings
set forth below:
(A) the "Bonus Factor" with respect to any fiscal year shall be determined
under clause (i) or (ii) of this subparagraph (A), as the case may be, provided
that the Bonus Factor shall in no event be less than zero and shall in no event
exceed one.
(i) if the EBITDA for such fiscal year is less than or equal to the EBITDA
Target for such
- 3 -
<PAGE>
year, the Bonus Factor for such year shall be equal to:
3.75 X ( (EBITDA/EBITDA Target) - 0.8 ).
(ii) if the EBITDA for such fiscal year is greater than the EBITDA Target
for such year, the Bonus Factor for such year shall be equal to:
(1.25 X ( (EBITDA/EBITDA Target) - 1.0 )) + 0.75.
(B) the term "EBITDA" shall have the same meaning assigned to such term in
the Recapitalization and Stock Purchase and Sale Agreement dated as of June 5,
1996 among Firearms Training Systems International N.V., the Company and Centre
Capital Investors II, L.P. and certain related entities.
(C) the term "EBITDA Target" shall mean,
(i) with respect to the fiscal year of the Company ending in 1997, an
amount equal to $32,086,000; and
(ii) with respect to any subsequent fiscal year, the amount of the
projected EBITDA of the Company set forth in the budget of the Company for such
fiscal year, as approved by the Board.
(D) for each fiscal year, the "Maximum Bonus Amount" shall be equal to
$225,000, or such greater amount determined by the Compensation Committee of the
Board, in its sole discretion.
(4) Notwithstanding anything contained herein to the contrary, the amount
of the Annual Bonus, or prorated Annual Bonus, as the case may be, payable
pursuant to this Section 3(b) shall be rounded up or down, as the case may be,
to the nearest multiple of $100.
(5) The payment of each Annual Bonus shall be made within 30 days after
the Company's independent accountants certify or otherwise issue an opinion
concerning the Company's
- 4 -
<PAGE>
consolidated financial statements for the fiscal year to which such Annual Bonus
relates.
(6) If the Company's fiscal year changes, the provisions of this Section
3(b) shall be changed in an equitable manner to insure that the Executive's
opportunity to earn the Annual Bonus is not materially and adversely affected.
(c) Signing Bonus. Within 10 business days of the date of this Agreement,
-------------
the Company shall pay a bonus to the Executive in the amount of $155,000. In
the event that prior to the end of the 36-month period commencing on the date of
this Agreement either the Executive voluntarily terminates his employment with
the Company as described in Section 4(f), or the Company terminates the
employment of the Executive for Cause (as hereinafter defined) as described in
Section 4(c), the Executive shall, within 30 days following the date of such
termination of employment, repay to the Company an amount equal to $75,000
multiplied by a fraction, the numerator of which is the number of full months
remaining in such 36-month period, and the denominator of which is 36. Such
repayment obligation shall terminate on the earliest to occur of (a) the end of
such 36-month period, (b) termination of the Executive's employment by the
Company other than for Cause and (c) termination of employment with the Company
by the Executive for Good Reason (as defined below). For purposes of this
subsection, the employment of the Executive shall not be deemed to have been
terminated for Cause until the expiration of the 10-day period described in
Section 4(c) following the date on which the Cause Notice (as hereinafter
defined) is provided to the Executive and such notice is not rescinded in
accordance with such section.
(d) Stock Options. As of the date of this Agreement, the Executive shall
-------------
be entitled to receive a grant of nonqualified stock options under the Firearms
Training Systems, Inc. Stock Option Plan (the "Stock Option Plan") as follows:
(1) The Executive shall be granted an option to purchase from the Company
213,000 shares of its Class A Common Stock, $0.00001 par value ("Common Stock"),
at the price of $5.40 per share, under the terms and conditions described in the
Stock Option Agreement Series A, to be entered into by the Executive and the
Company.
- 5 -
<PAGE>
(2) The Executive shall be granted an option to purchase from the Company
an additional 213,000 shares of Common Stock, at the price of $5.40 per share,
under the terms and conditions described in the Stock Option Agreement Series B,
to be entered into by the Executive and the Company; provided that,
notwithstanding Section 2.2(a)(iv) of such stock option agreement, the Committee
(as defined in the Firearms Training Systems, Inc. Stock Option Plan) may cause
the Executive's option to become exercisable with respect to some or all of the
shares subject to the option on the date of grant based on the Committee's
review of the performance of the Company and the Executive at the end of the
fiscal years ending in 1997, 1998 and 1999, respectively, relative to targets
and objectives established by the Committee at the beginning of each such fiscal
year.
(e) Stock Award. In consideration for compensation foregone, as of the
-----------
date of this Agreement the Executive shall be awarded 22,200 shares of Common
Stock in accordance with the terms and subject to the conditions of the Stock
Award Agreement, to be entered into by the Executive and the Company.
(f) Relocation Expenses. The Company shall pay the Executive's reasonable
-------------------
expenses related to the relocation of his residence to the Atlanta metropolitan
area and the sale of his residence in the Dallas metropolitan area in accordance
with the Company's relocation policy applicable to the chief executive officer.
(g) Other Benefits. During the Employment Period, the Executive shall be
--------------
entitled to participate, on terms at least as favorable as any other executive
of the Company, in the Company's employee benefit plans generally available to
senior executives of the Company, including group medical, dental, life,
accidental death and disability, short-term disability, long-term disability and
business travel accident plans and profit sharing retirement plan (all such
benefits being hereinafter referred to as the "Employee Benefits"). During the
Employment Period, the Executive shall be permitted first class air travel in
connection with the performance of his duties under this Agreement. The
Executive shall be entitled to take time off for vacation of up to four weeks
duration during any calendar year (prorated for a partial calendar year) or
illness in accordance with the
- 6 -
<PAGE>
Company's policy for senior executives and to receive all other fringe benefits
as are from time to time made generally available to senior executives of the
Company.
(h) Expense Reimbursement. During the Employment Period, the Company
---------------------
shall reimburse the Executive for all proper expenses incurred by him in the
performance of his duties hereunder in accordance with the Company's policies
and procedures. These expenses shall include reasonable dues and fees for
professional activities related to conducting his duties under this Agreement.
4. TERMINATION. (a) Death. Upon the death of the Executive, this
----------- -----
Agreement shall automatically terminate and all rights of the Executive and his
heirs, executors and administrators to compensation and other benefits under
this Agreement shall cease, except for compensation which shall have accrued to
the date of death, including accrued Base Salary and prorated Annual Bonus.
(b) Disability. The Company may, at its option, terminate this Agreement
----------
upon written notice to the Executive if the Executive, because of physical or
mental incapacity or disability, fails to perform the essential functions of his
position with or without reasonable accommodation required of him hereunder for
a continuous period of 120 days or any 180 days out of any 12-month period.
Upon such termination, all obligations of the Company hereunder shall cease,
except for compensation which shall have accrued to the date of termination,
including accrued Base Salary and prorated Annual Bonus. In the event of any
dispute regarding the existence of the Executive's incapacity hereunder, the
matter shall be resolved by the determination of a physician qualified to
practice medicine in the state of the Executive's residence to be selected by
the Board. The Executive shall have the right to require a second opinion from
a physician qualified to practice medicine in the state of the Executive's
residence, as selected by the Executive. If the initial and second opinions are
inconsistent, the matter shall be resolved by a third opinion from a physician
qualified to practice medicine as selected by agreement between the Company and
the Executive. For purposes of this subsection, the Executive shall submit to
appropriate medical examinations.
- 7 -
<PAGE>
(c) Cause. (i) The Company may, at its option, terminate the Executive's
-----
employment under this Agreement for Cause (as hereinafter defined). Any such
termination for Cause shall be authorized by the Board. The Executive shall be
given written notice by the Company of the intention to terminate his employment
hereunder for Cause (the "Cause Notice"). The Cause Notice shall state the
particular action(s) or inaction(s) giving rise to termination for Cause. The
Executive shall have 10 days after the Cause Notice is given to cure the
particular action(s) or inaction(s), to the extent a cure is possible. If the
Executive so effects a cure to the satisfaction of the Board, the Cause Notice
shall be deemed rescinded and of no force or effect.
(ii) As used in this Agreement, the term "Cause" shall mean any one or
more of the following:
(A) the Executive's refusal to perform his duties under this Agreement or
to perform specific directives of the Board which are consistent with the scope
and nature of the Executive's duties and responsibilities as set forth herein;
(B) the Executive's intentional act of fraud, embezzlement or theft in
connection with his duties hereunder or in the course of his employment
hereunder or any prior employment, or the Executive's admission or conviction of
a felony or of any crime involving moral turpitude, fraud, embezzlement, theft
or misrepresentation;
(C) any gross negligence or willful misconduct of the Executive resulting
in a material loss to the Company or any of its subsidiaries, or significant
damage to the reputation of the Company or any of its subsidiaries;
(D) any breach by the Executive of any one or more of the covenants
contained in Section 7, 8 or 9 hereof resulting in a material adverse effect
upon the Company or any of its subsidiaries; or
(E) any significant violation of any statutory or common law duty of
loyalty to the Company or any of its subsidiaries.
- 8 -
<PAGE>
(iii) The exercise of the right of the Company to terminate this Agreement
pursuant to this Section 4(c) shall not abrogate the rights or remedies of the
Company or the Executive in respect of the breach giving rise to such
termination.
(iv) If the Company terminates the Executive's employment for Cause, he
shall be entitled to:
(A) accrued Base Salary through the date of the termination of his
employment;
(B) any Annual Bonus owing but not yet paid for any fiscal year ended on
or before the Executive's termination of employment for Cause;
(C) other Employee Benefits to which the Executive is entitled upon his
termination of employment with the Company, in accordance with the terms of the
plans and programs of the Company.
(v) Notwithstanding anything to the contrary contained in this Agreement,
if, following a termination of the Executive's employment for Cause, an
arbitrator appointed pursuant to Section 14, or a court of competent
jurisdiction in a final determination, determines that the Executive was not
guilty of the conduct that formed the basis for the termination, the Executive
shall be entitled, as damages for breach of this Agreement, to the payments and
the economic equivalent of the benefits he would have received had his
employment been terminated by the Company without Cause.
(d) Termination Without Cause. If, during the Employment Period, the
-------------------------
Board terminates the employment of the Executive hereunder for any reason other
than a reason set forth in subsections (a), (b) or (c) of this Section 4:
(i) concurrent with such termination, the Executive shall be entitled to
receive the payments and benefits specified by Sections 4(c)(iv)(A) through
4(c)(iv)(C) hereof, inclusive; and
(ii) the Company shall continue to pay the Executive his Base Salary which
would otherwise be payable hereunder
- 9 -
<PAGE>
for the duration of (x) the Initial Term, if such termination occurs during the
Initial Term, or (y) any extended term (without further extension), if such
termination occurs during the term as extended pursuant to Section 1.
Notwithstanding clause (ii) of this subsection, the amounts payable to the
Executive under such clause shall be reduced by the amount of salary, bonus or
other compensation which the Executive receives from a subsequent employer. If
the Executive's employment with the Company terminates pursuant to this
subsection (d) prior to October 15, 1999, the Executive shall use reasonable
efforts to seek other employment for this purpose, provided that in no event
shall the Executive be required to accept a position of employment with another
employer of a substantially different character, or of substantially lesser
compensation and benefits, than the Executive's position with the Company as
contemplated in this Agreement, nor shall the Executive be required to accept a
position with another employer the principal office location of which is located
outside any greater metropolitan area of a city in the United States with a
population in such greater metropolitan area of at least one million
(1,000,000).
(e) Voluntary Termination for Good Reason. Upon 30 days prior written
-------------------------------------
notice to the Company (or such shorter period as may be permitted by the Board),
the Executive may voluntarily terminate his employment with the Company prior to
the end of the Employment Period for Good Reason (as defined below). If the
Executive voluntarily terminates his employment pursuant to this subsection (e),
the Executive shall be entitled to receive the payments and benefits specified
by Section 4(d), payable in accordance with and subject to the conditions of
such Section. For purposes of this Agreement, "Good Reason" shall mean (i) the
assignment to the Executive of duties inconsistent with the position of Chief
Executive Officer of the Company or (ii) the assignment of the Executive to a
position of lesser dignity. Any dispute which may arise concerning whether a
voluntary termination of employment by the Executive is for Good Reason shall be
resolved by an arbitrator appointed pursuant to Section 14.
- 10 -
<PAGE>
(f) Other Voluntary Termination. Upon 60 days prior written notice to the
---------------------------
Company (or such shorter period as may be permitted by the Board), the Executive
may voluntarily terminate his employment with the Company prior to the end of
the Employment Period for any reason other than for Good Reason. If the
Executive voluntarily terminates his employment pursuant to this subsection (f),
he shall be entitled to the payments specified by Sections 4(c)(iv)(A) through
4(c)(iv)(C) hereof, inclusive.
5. FEDERAL AND STATE WITHHOLDING. The Company shall deduct from the
-----------------------------
amounts payable to the Executive pursuant to this Agreement the amount of all
required federal, state and local withholding taxes in accordance with the
Executive's Form W-4 on file with the Company, and all applicable federal
employment taxes.
6. STOCK PURCHASE. Promptly following execution of this Agreement, the
--------------
Executive shall purchase from the Company 37,000 shares of Common Stock, in
accordance with the terms and subject to the conditions of the Management Shares
Agreement, to be entered into by the Executive, the Company and certain other
parties to be named therein.
7. NONCOMPETITION; NONSOLICITATION. (a) The Executive acknowledges that
-------------------------------
in the course of his employment with the Company pursuant to this Agreement he
will become familiar with trade secrets and customer lists of, and other
confidential information concerning, the Company and its subsidiaries and that
his services will be of special, unique and extraordinary value to the Company
and its subsidiaries.
(b) The Executive agrees that during the period of his employment with the
Company, the period, if any, during which the Executive is receiving payments
from the Company pursuant to Section 4, and for a period of two years thereafter
(the "Noncompetition Period") he shall not in any manner, directly or
indirectly, through any person, firm or corporation, alone or as a member of a
partnership or as an officer, director, stockholder, investor or employee of or
consultant to any other corporation or enterprise or otherwise, engage or be
engaged, or assist any other person, firm, corporation or enterprise in
- 11 -
<PAGE>
engaging or being engaged, in any business, in which the Executive was involved
or had knowledge, being conducted by, or contemplated by, the Company or any of
its subsidiaries as of the termination of the Executive's employment in any
geographic area in which the Company or any of its subsidiaries is then
conducting such business.
(c) The Executive further agrees that during the Noncompetition Period he
shall not (i) in any manner, directly or indirectly, induce or attempt to induce
any employee of the Company or any of its subsidiaries to terminate or abandon
his or her employment for any purpose whatsoever, or (ii) in connection with any
business to which Section 7(b) applies, call on, service, solicit or otherwise
do business with any customer of the Company or any of its subsidiaries.
(d) Nothing in this Section 7 shall prohibit the Executive from being (i)
a stockholder in a mutual fund or a diversified investment company or (ii) a
passive owner of not more than two percent of the outstanding stock of any class
of a corporation, any securities of which are publicly traded, so long as the
Executive has no active participation in the business of such corporation.
(e) If, at any time of enforcement of this Section 7, a court or an
arbitrator holds that the restrictions stated herein are unreasonable under
circumstances then existing, the parties hereto agree that the maximum period,
scope or geographical area reasonable under such circumstances shall be
substituted for the stated period, scope or area and that the court or
arbitrator shall be allowed to revise the restrictions contained herein to cover
the maximum period, scope and area permitted by law. This Agreement shall not
authorize a court or arbitrator to increase or broaden any of the restrictions
in this Section.
8. CONFIDENTIALITY. The Executive shall not, at any time during the
---------------
Employment Period or thereafter, make use of or disclose, directly or
indirectly, any (i) trade secret or other confidential or secret information of
the Company or of any of its subsidiaries or (ii) other technical, business,
proprietary or financial information of the Company or of any of its
subsidiaries not available to the public generally or to the competitors of the
Company or to the competitors of any of its
- 12 -
<PAGE>
subsidiaries ("Confidential Information"), except to the extent that such
Confidential Information (a) becomes a matter of public record or is published
in a newspaper, magazine or other periodical available to the general public,
other than as a result of any act or omission of the Executive, (b) is required
to be disclosed by any law, regulation or order of any court or regulatory
commission, department or agency or (c) is necessary to perform properly the
Executive's duties under this Agreement. Promptly following the termination of
the Employment Period, the Executive shall surrender to the Company all records,
memoranda, notes, plans, reports, computer tapes and software and other
documents and data which constitute Confidential Information which he may then
possess or have under his control (together with all copies thereof); provided,
--------
however, that the Executive may retain copies of such documents as are necessary
- -------
for the preparation of his federal or state income tax returns.
9. INVENTIONS. The Executive hereby assigns to the Company his entire
----------
right, title and interest in and to all discoveries and improvements, patentable
or otherwise, trade secrets and ideas, writings and copyrightable material,
which may be conceived by the Executive or developed or acquired by him during
the Employment Period, which may pertain directly or indirectly to the business
of the Company or any of its subsidiaries. The Executive agrees to disclose
fully all such developments to the Company upon its request, which disclosure
shall be made in writing promptly following any such request. The Executive
shall, upon the Company's request, execute, acknowledge and deliver to the
Company all instruments and do all other acts which are necessary or desirable
to enable the Company or any of its subsidiaries to file and prosecute
applications for, and to acquire, maintain and enforce, all patents, trademarks
and copyrights in all countries.
10. ENFORCEMENT. The parties hereto agree that the Company and its
-----------
subsidiaries would be damaged irreparably in the event that any provision of
Section 7, 8 or 9 of this Agreement were not performed in accordance with its
terms or were otherwise breached and that money damages would be an inadequate
remedy for any such nonperformance or breach. Accordingly, the Company and its
successors or permitted assigns shall be entitled, in addition to other rights
and remedies existing in their favor, to an injunction or injunctions to prevent
any breach or threatened
- 13 -
<PAGE>
breach of any of such provisions and to enforce such provisions specifically
(without posting a bond or other security). Each of the parties agrees that he
or it will submit himself or itself to the personal jurisdiction of the courts
of the State of New York in any action by the other party to enforce an
arbitration award against him or it or to obtain interim injunctive or other
relief pending an arbitration decision.
11. EXECUTIVE REPRESENTATIONS. The Executive represents and warrants to
-------------------------
the Company that (i) the execution, delivery and performance of this Agreement
by the Executive does not and will not conflict with, breach, violate or cause a
default under any contract, agreement, instrument, order, judgment or decree to
which the Executive is a party or by which he is bound, (ii) the Executive is
not a party to or bound by any employment agreement, noncompetition agreement or
confidentiality agreement with any other person or entity, other than the
Raytheon Agreement, and (iii) upon the execution and delivery of this Agreement
by the Company, this Agreement shall be the valid and binding obligation of the
Executive, enforceable in accordance with its terms, except to the extent
enforceability may be limited by applicable bankruptcy, insolvency or similar
laws affecting the enforcement of creditors' rights generally and by the effect
of general principles of equity (regardless of whether enforceability is
considered in a proceeding in equity or at law).
12. COMPANY REPRESENTATIONS. The Company represents and warrants to the
-----------------------
Executive that (i) the execution, delivery and performance of this Agreement by
the Company does not and will not conflict with, breach, violate or cause a
default under any contract, agreement, instrument, order, judgment or decree to
which the Company is a party or by which the Company is bound, and (ii) upon the
execution and delivery of this Agreement by the Executive, this Agreement shall
be the valid and binding obligation of the Company, enforceable in accordance
with its terms, except to the extent enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by the effect of general
principles of equity (regardless of whether enforceability is considered in a
proceeding in equity or at law).
- 14 -
<PAGE>
13. SURVIVAL. Sections 7, 8 and 9 of this Agreement shall survive and
--------
continue in full force and effect in accordance with their respective terms,
notwithstanding any termination of the Employment Period.
14. ARBITRATION. Any dispute or controversy between the Company and the
-----------
Executive, whether arising out of or relating to this Agreement, the breach of
this Agreement, or otherwise, shall be settled by arbitration in New York, New
York administered by the American Arbitration Association, with any such dispute
or controversy arising under this Agreement being so administered in accordance
with its Commercial Rules then in effect, and judgment on the award rendered by
the arbitrator may be entered in any court having jurisdiction thereof. The
arbitrator shall have the authority to award any remedy or relief that a court
of competent jurisdiction could order or grant, including, without limitation,
the issuance of an injunction. However, either party may, without inconsistency
with this arbitration provision, apply to any court having jurisdiction over
such dispute or controversy and seek interim provisional, injunctive or other
equitable relief until the arbitration award is rendered or the controversy is
otherwise resolved. Except as necessary in court proceedings to enforce this
arbitration provision or an award rendered hereunder, or to obtain interim
relief, neither a party nor an arbitrator may disclose the existence, content or
results of any arbitration hereunder without the prior written consent of the
Company and the Executive. The Company and the Executive acknowledge that this
Agreement evidences a transaction involving interstate commerce. Notwithstanding
any choice of law provision included in this Agreement, the United States
Federal Arbitration Act shall govern the interpretation and enforcement of this
arbitration provision.
15. REIMBURSEMENT OF LEGAL EXPENSES. If any contest or dispute shall
-------------------------------
arise involving the Executive's employment with the Company, including any
contest or dispute (i) under this Agreement, (ii) involving termination of the
Executive's employment with the Company or (iii) involving the failure or
refusal of the Company to perform fully in accordance with the terms hereof, the
Company shall reimburse the Executive, on a current basis, for all legal fees
and expenses (including expert witness fees and the Executive's and such
witnesses' reasonable travel expenses incurred in connection with pursuing or
defending
- 15 -
<PAGE>
such contest or dispute), if any, incurred by the Executive in connection with
such contest or dispute; provided, however, that in the event the final judgment
-------- -------
or arbitral resolution of any such contest or dispute includes a final,
nonappealable finding denying, in whole or in part, the Executive's claims in
such contest or dispute, the Executive shall be required to reimburse the
Company, over a period not to exceed 12 months from the date of such resolution
or settlement, for that portion of the sums advanced to the Executive pursuant
to this Section 15 which relate, to the extent reasonably ascertainable,
primarily to the Executive's claims so denied.
16. NOTICES. All notices and other communications required or permitted
-------
hereunder shall be in writing and shall be deemed given when (a) delivered
personally or by overnight courier to the following addresses of the other party
hereto and his or its counsel (or such other address for such party or his or
its counsel as shall be specified by notice given pursuant to this Section) or
(b) sent by facsimile to the following facsimile numbers of the other party
hereto and his or its counsel (or such other facsimile number for such party or
his or its counsel as shall be specified by notice given pursuant to this
Section), with the confirmatory copy delivered by overnight courier to the
addresses of such party and his or its counsel pursuant to this Section:
(a) if to the Company, to:
Firearms Training Systems, Inc.
Attention: Corporate Secretary
7340 McGinnis Ferry Road
Suwanee, Georgia 30174
Facsimile No.: (770) 813-0741
- 16 -
<PAGE>
with copies to:
Mr. Paul Zepf
Centre Partners Management LLC
30 Rockefeller Plaza, Suite 5050
New York, New York 10020
Facsimile No.: (212) 332-5801
and
James G. Archer, Esq.
Sidley & Austin
875 Third Avenue
New York, New York 10022
Facsimile No.: 212-906-2021
(b) if to the Executive, to:
Mr. Peter A. Marino
(at his most recent home address and/or
facsimile number on file with the Company)
with a copy to:
R. Matthew Molash, Esq.
Hughes & Luce, L.L.P.
1717 Main Street, Suite 2800
Dallas, Texas 76201
Facsimile No.: (214) 969-6100
17. SEVERABILITY. Whenever possible, each provision of this Agreement
------------
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
the validity, legality or enforceability of any other provision of this
Agreement or the validity, legality or enforceability of such provision in any
other jurisdiction, but this Agreement shall be reformed, construed and enforced
in such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein.
- 17 -
<PAGE>
18. ENTIRE AGREEMENT. This Agreement, and the agreements referenced
----------------
herein, constitute the entire agreement and understanding between the parties
with respect to the subject matter hereof and supersede and preempt any prior
understandings, agreements or representations by or between the parties, written
or oral, which may have related in any manner to the subject matter hereof.
19. SUCCESSORS AND ASSIGNS. This Agreement shall be enforceable by the
----------------------
Executive and his heirs, executors, administrators and legal representatives,
and by the Company and its successors and assigns. Any successor of the Company
shall assume the liabilities of the Company hereunder.
20. GOVERNING LAW. This Agreement shall be governed by and construed and
-------------
enforced in accordance with the internal laws of the State of New York without
regard to principles of conflict of laws.
21. AMENDMENT AND WAIVER. The provisions of this Agreement may be amended
--------------------
or waived only by the written agreement of the Company and the Executive, and no
course of conduct or failure or delay in enforcing the provisions of this
Agreement shall affect the validity, binding effect or enforceability of this
Agreement.
22. COUNTERPARTS. This Agreement may be executed in two counterparts,
------------
each of which shall be deemed to be an original and both of which together shall
constitute one and the same instrument.
- 18 -
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
FIREARMS TRAINING SYSTEMS, INC.
By:/s/ Lester Pollack /s/ Jonathan H. Kagan
-----------------------------------------
Chairman of
Title: the Board Secretary
--------------------------------------
/s/ Peter A. Marino
-------------------------------------
Peter A. Marino
- 19 -
<PAGE>
Exhibit 10.21
AGREEMENT TO LIMIT FUTURE COMPETITION
(Executive positions)
In consideration of the promises made by Firearms Training Systems, Inc.
("FATS"), to _____________, and vice versa, and the benefits which are
contemplated to be derived by each from the employment by FATS of the Employee,
Employee acknowledges and agrees that:
1. Employee is being employed by FATS as a __________. The responsibilities of
this position include ______________.
2. This is a position within FATS related to executive functions. As an
executive, Employee will have access to competitively sensitive information
concerning marketing, financial, and technical aspects of FATS' business.
3. Employee acknowledges that FATS competes in the markets for computer-
assisted, interactive firearms simulation systems, used for training and
other purposes, and related software and hardware.
Employee acknowledges that the companies listed on Attachment "A" compete
with FATS in those markets. Employee further acknowledges and understands
that Attachment "A" may be periodically updated and revised by the Company
as market conditions change.
4. Employee acknowledges that Employee's executive skills and knowledge are
usable in markets other than those in which FATS competes.
5. Employee agrees that, for a period of two (2) years following the
termination of his/her employment with FATS:
He/she will not be employed in an executive capacity by any of the
businesses listed on Attachment "A", as such attachment may be revised
from time to time;
and
He/she will not use his/her executive skills, knowledge, or expertise,
for the benefit of any of the businesses listed on Attachment "A", as
such attachment may be revised from time to time;
and
He/she will not permit his/her executive skills, knowledge, or
expertise to be used by or for the benefit of any of the businesses
listed on Attachment "A", as such attachment may be revised from time
to time;
and
He/she will not use any competitively sensitive information they have
received while employed by FATS for the benefit of any of the
businesses listed on Attachment "A", as such attachment may be revised
from time to time;
and
He/she will not permit any competitively sensitive information they
have received while employed by FATS to be used by or for the benefit
of any of the businesses listed on Attachment "A", as such attachment
may be revised from time to time.
6. Employee agrees that any dispute arising out of the terms of this agreement
(including any dispute as to the enforceability of this agreement) must be
resolved in a court of competent jurisdiction in Fulton County, Georgia,
or, at the option of either the Employee or FATS, through arbitration under
the auspices and rules of the American Arbitration Association in Fulton
County, Georgia.
7. If any provision of this agreement is found to be invalid, such invalidity
shall not affect the enforceability of the other provisions of this
agreement.
8. This agreement supersedes the confidentiality/noncompete agreement
dated April 10, 1995.
ACKNOWLEDGED AND AGREED TO
this day of , 1995
FIREARMS TRAINING SYSTEMS, INC.
- -------------------------------
By:
Its
---------------------------
-and-
- -------------------------------
[Employee]
<PAGE>
Exhibit 10.22
TRANSITION BONUS AGREEMENT
--------------------------
THIS AGREEMENT is entered into this 15 day of March 1996 between Firearms
Tranining Systems, Inc., a Delaware Corporation, ("FATS INC"), herein after
referred to as the "Company", and ________ ("Employee"):
WITNESSETH:
-----------
WHEREAS, the Board of Directors of Firearms Training Systems International
N.V. ("N.V.")("Board") are contemplating the sale of the Company's assets and/or
common stock, for purposes of this Agreement a "sale of the Company" includes
any sale of the stock of the Company, N.V. or any affiliate of N.V. resulting in
a change of control of the Company or a sale of substantially all the assets of
the Company; and
WHEREAS, the Company desires to recognize the Employee's performance and
value to the Company and its shareholders by entering into an agreement
providing for the Employee's continued employment by the Company during and
through a transition contemplated by a change in ownership of the Company and
Employee desires to continue his employment with the Company on the terms and
conditions provided herein:
NOW, THEREFORE in consideration of the premises and mutual covenants and
agreements contained herein, the Parties agree as follows:
1. Definitions. For the purposes of this agreement the following terms
-----------
shall have the meaning specified below:
1.1 "Agreement" - This document specifying the terms and conditions of
---------
the Employee's employment with the Company.
1.2 "Cause" - Either (a) an act on the part of Employee that
-----
constitutes (i) fraud, a felony or gross malfeasance of duty and (ii) that
results in material injury to the Company; or (b) the Employee's willful and
continued failure to devote his full business time and efforts to the
performance of duties for the Company; provided, however, that in the case of
(b) above, such conduct shall not constitute Cause unless the Company delivers
to Employee a Notice of Termination which sets forth with specificity (i) the
conduct deemed to qualify as Cause, (ii) reasonable action that would remedy
such objection, and (iii) a reasonable time (not less than thirty (30) days)
within which Employee may take such remedial action, and Employee shall not have
taken such specified remedial action within such specified reasonable time.
1.3 "Closing" - The closing of the sale of assets and/or stock of the
-------
Company as defined above and in the sale documents.
2. Employment and Term. Subject to the terms and conditions of this
-------------------
Agreement, the Company hereby employs Employee, and Employee hereby accepts
employment as _______________
1
<PAGE>
of the Company. Unless earlier terminated as provided herein, the term of
Employee's employment under this Agreement shall be from the date this Agreement
is entered into and continue until six months after Closing (the "Term").
3. Compensation and Benefits. As compensation for his/her services
-------------------------
during the Term of this Agreement, Employee shall be paid and receive the
amounts and benefits set forth in subsections (A) through (C) below:
(A) Employee shall be paid his/her base salary, plus any commissions and
bonuses, if applicable, in effect at the date this Agreement is entered into.
(B) Employee's base salary may be adjusted upward at the time the Company
normally performs its annual reviews. The new base salary would then be in
effect for the remainder of this Agreement.
(C) "Transition Bonus" - Employee shall be entitled to a special Transition
----------------
Bonus in the amount of ______________ U.S. dollars (U.S. $______________), less
applicable payroll taxes, payable on the earlier of (i) the six (6) month
anniversary date of the Closing, or (ii) the Employee's termination for any
reason other than for Cause. The Parties agree that upon payment of this
Transition Bonus that all obligations under this Agreement cease. If the sale of
the Company's assets or stock is not completed within six(6) months from the
date of this Agreement, then the Company may terminate this Agreement and not
have any obligation to pay the Transition Bonus.
4. Successors and Binding Agreement. In addition to any obligations imposed
--------------------------------
by law upon any successor or transferor to the Company, the Company will require
any successor or transferor to all or substantially all the business and/or
assets of the Company to expressly assume and agree to perform this Agreement,
in the same manner and to the same extent that the Company would be required to
perform if no such succession had taken place.
5. Governing Law. The validity and effect of this Agreement shall be
-------------
governed by and construed and enforced in accordance with the laws of the State
of Georgia.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and month first written above.
EMPLOYEE: COMPANY:
Firearms Training Systems, Inc.
By:
----------------------------- -----------------------------
[Name] Its:
2
<PAGE>
EXHIBIT 11.01
FIREARMS TRAINING SYSTEMS, INC. AND SUBSIDIARIES
STATEMENT REGARDING COMPUTATION OF PRO FORMA NET INCOME PER COMMON SHARE
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEARS ENDED MARCH 31, JUNE 30,
---------------------------- --------------------
1994 1995 1996 1995 1996
-------- -------- -------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net Income Per Share: (1)
Weighted average number of
common shares
outstanding.............. 49,800 49,800 49,800 49,800 49,800
Shares repurchased in
conjunction with the
Recapitalization (2)..... (46,832) (46,832) (46,832) (46,832) (46,832)
Shares issued in
conjunction with the
Recapitalization (3)..... 11,165 11,165 11,165 11,165 11,165
Shares granted to
management............... 37 37 37 37 37
Shares purchased by
management (4)........... 232 232 232 232 232
Shares issued upon assumed
exercise of outstanding
warrants (5)............. 288 288 288 288 288
Shares issued upon assumed
exercise of outstanding
options (6).............. 1,361 1,361 1,361 1,361 1,361
-------- -------- -------- --------- ---------
Weighted average number of
common and common
equivalent shares
outstanding.............. 16,051 16,051 16,051 16,051 16,051
======== ======== ======== ========= =========
Net income................. $1,518 $2,830 $12,790 $2,182 $2,215
======== ======== ======== ========= =========
Net income per common
share..................... $0.09 $0.18 $0.80 $0.14 $0.14
======== ======== ======== ========= =========
</TABLE>
- --------
(1) Shares reflect a 100,000-for-one stock split effected in connection with
the Recapitalization and a split of 1.66-for-one anticipated to be effected
in October 1996 have been restated for all periods presented.
(2) Shares were repurchased from THIN International for $151.9 million in
connection with the Recapitalization and are assumed to be outstanding for
all periods presented.
(3) Shares were issued to the Centre Entities for $36.0 million in connection
with the Recapitalization and are assumed to be outstanding for all
periods presented.
(4) Shares purchased by management for approximately $3.25 per share which are
assumed to be outstanding for all periods presented.
(5) Represents warrants attached to the Bridge Notes, at approximately $0.0006
per warrant, which are assumed to be outstanding for all periods
presented, using the treasury stock method at the assumed initial offering
price of $15.00 per share, regardless of whether they are anti-dilutive.
(6) Represents 1,738,270 stock options exercised at fair value of stock prior
to the Offering, estimated at approximately $3.25 per option, which are
assumed to be outstanding for all periods presented, using the treasury
stock method at the assumed initial offering price of $15.00 per share,
regardless of whether they are anti-dilutive.
<PAGE>
EXHIBIT 21.01
SUBSIDIARIES OF THE COMPANY
NAME JURISDICTION OF ORGANIZATION
FATS, Inc. Delaware, U.S.A.
Firearms Training Systems Limited United Kingdom
F.A.T.S. Singapre PTE LTD. Republic of Singapore
F.A.T.S. Foreign Sales Corporation Barbados
Firearms Training Systems Netherlands B.V. The Netherlands
FATS Canada, Inc. Canada
<PAGE>
EXHIBIT 23.01
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated June 8, 1994, except as
to the stock split described in Note 10 and the third paragraph of Note 10,
which are as of September 27, 1996, relating to the financial statements of
Firearms Training Systems, Inc. and its subsidiary, which appears in such
Prospectus. We also consent to the application of such report to the Financial
Statement Schedule for the year ended March 31, 1994 listed under Item 16(b)
of this Registration Statement when such Schedule is read in conjunction with
the financial statements referred to in our report. The audit referred to in
such report also included this schedule. We also consent to the references to
us under the headings "Experts" and "Selected Financial Data" in such
Prospectus. However, it should be noted that Price Warehouse LLP has not
prepared or certified such "Selected Financial Data."
Price Waterhouse LLP
Atlanta, Georgia
September 30, 1996
<PAGE>
EXHIBIT 23.02
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports and to all references to our firm included in or made a part of this
Registration Statement.
Arthur Andersen LLP
Atlanta, Georgia
September 30, 1996
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF FIREARMS TRAINING SYSTEMS, INC. AND
SUBSIDIARIES AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> YEAR 3-MOS
<FISCAL-YEAR-END> MAR-31-1996 MAR-31-1997
<PERIOD-START> APR-01-1995 APR-01-1996
<PERIOD-END> MAR-31-1996 JUN-30-1996
<CASH> 8,121 4,184
<SECURITIES> 0 0
<RECEIVABLES> 10,167 9,833
<ALLOWANCES> 75 75
<INVENTORY> 12,836 14,626
<CURRENT-ASSETS> 32,570 30,064
<PP&E> 3,251 3,179
<DEPRECIATION> 2,107 2,100
<TOTAL-ASSETS> 33,820 31,220
<CURRENT-LIABILITIES> 12,354 7,537
<BONDS> 0 0
0 0
0 0
<COMMON> 1,931 1,931
<OTHER-SE> 19,331 21,550
<TOTAL-LIABILITY-AND-EQUITY> 33,820 31,220
<SALES> 65,439 13,734
<TOTAL-REVENUES> 65,439 13,734
<CGS> 30,902 6,561
<TOTAL-COSTS> 30,902 6,561
<OTHER-EXPENSES> 15,171 3,685
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 11 0
<INCOME-PRETAX> 19,355 3,488
<INCOME-TAX> 6,565 1,273
<INCOME-CONTINUING> 12,790 2,215
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 12,790 2,215
<EPS-PRIMARY> 0.80 0.14
<EPS-DILUTED> 0.80 0.14
</TABLE>
