Exhibit 10.1






Exhibit 10.1




			
	 	 	 
	
	 	Amendment to Credit Agreement

with Termination of Negative Pledge Agreement and Consent






This agreement is dated as of June 23, 2011, by and between TASER International, Inc. (the
“Borrower”) and JPMorgan Chase Bank, N.A. (together with its successors and assigns the “Bank”).
The provisions of this agreement are effective on the date that this agreement has been executed by
all of the signers and delivered to the Bank (the “Effective Date”).




WHEREAS, the Borrower and the Bank entered into a credit agreement dated June 22, 2004 (as amended,
the “Credit Agreement”); and a Negative Pledge Agreement dated June 22, 2004 (the “Negative Pledge
Agreement”) and




WHEREAS, the Borrower has requested and the Bank has agreed to amend the Credit Agreement as set
forth in this agreement;




NOW, THEREFORE, in mutual consideration of the agreements contained herein and for other good and
valuable consideration, the parties agree as follows:





	1.	 	DEFINED TERMS. Capitalized terms used in this agreement shall have the same meanings
as in the Credit Agreement, unless otherwise defined in this agreement.







	2.	 	TERMINATION OF NEGATIVE PLEDGE AGREEMENT. The Negative Pledge Agreement is hereby
terminated, the parties acknowledging that the covenants and events of default in the Credit
Agreement concerning liens, transfers and other
transactions involving Borrower’s properties, continue without modification except as
provided for herein, in accordance with their stated terms.







	3.	 	CONSENT. The Bank agrees that Borrower shall be permitted, notwithstanding the
provisions in sections 5.2.A and 5.2.B of the Credit Agreement, to repurchase its common shares for cash
consideration not to exceed an aggregate amount of $15,000,000.00;
provided however that this consent is conditioned on (a) Borrower’s compliance with
all other terms and conditions of the Credit Agreement, giving effect to such repurchase; and
(b) giving effect to such repurchase, the Borrower shall have a balance of unencumbered cash
(determined in accordance with generally accepted accounting principles, consistently applied)
of not less than $10,000,000.00. The consent provided for in this paragraph shall be in
addition to the consent provided in the Amendment to Credit Agreement dated March 8, 2011.







	4.	 	MODIFICATION OF CREDIT AGREEMENT. The Credit Agreement is hereby amended as follows:







	 	4.1	 	From and after the Effective Date, the following provisions are deleted in
their entirety and reserved: (a) section 1.3, “Borrowing Base"; section 2.4 “Account”;
section 2.9 “Eligible Accounts”; section 2.10 “Eligible Inventory”; section 2.11
“Inventory”; 2.13 “Margined Eligible Accounts”; and section 6.2 “Representations
Regarding Assets.”




 


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	 	4.2	 	From and after the Effective Date, section 2.7 “Applicable Fee” of the Credit
Agreement is hereby amended and restated to read as follows:







	 	2.7	 	“Applicable Fee Rate” means with respect to any standby letter of credit fee
or Non-Usage Fee, as the case may be, the rate per annum set forth below opposite the
applicable Leverage Ratio (hereinafter defined in Section 5. 2 (J).






	 	 	 	 	 	 	 	 	 
	 	 	Applicable Fee Rate	 
	Leverage Ratio	 	Standby LOC Fee	 	 	Non-Usage Fee	 
	Greater than 0.75 to 1.00
	 	 	1.75	%	 	 	0.20	%
	Less than or equal to 0.75 to 1.00 but
greater than 0.25 to 1.00
	 	 	1.50	%	 	 	0.15	%
	Less than or equal to 0.25 to 1.00
	 	 	1.25	%	 	 	0.10	%







	 	4.3	 	From and after the Effective Date, section 4.5 “Financial Reports” letters C.
and D. of the Credit Agreement are hereby deleted in their entirety.

	 
	 	4.4	 	From and after the Effective Date, section 5.2 letter C. of the Credit
Agreement is hereby amended and restated to read as follows:

	 
	 		 	C. Debt. Incur, contract for, assume, or permit to remain outstanding, indebtedness for
borrowed money, installment obligations, or obligations under capital leases or
operating leases, other than (1) unsecured trade debt incurred in the ordinary course
of business, (2) indebtedness owing to the Bank, (3) indebtedness reflected in its
latest financial statement furnished to the Bank prior to execution of this
agreement and that is not to be paid with proceeds of borrowings under the Credit
Facilities, (4) indebtedness outstanding as of the date hereof that has been disclosed
to the Bank in writing and that is not to be paid with proceeds of borrowings under the
Credit Facilities, and (5) additional indebtedness for borrowed money, installment
obligations and obligations under capital leases or operating leases not to exceed
$2,000,000.00 in the aggregate.







	 	4.5	 	From and after the Effective Date, section 5.2 letter E. of the Credit
Agreement is hereby amended and restated to read as follows:

	 
	 		 	E. Liens. Create or permit to exist any Lien on any of its Property except: existing
Liens known to and approved by the Bank; Liens to the Bank; Liens incurred in the
ordinary course of business securing current non-delinquent liabilities for taxes,
worker’s compensation, unemployment insurance, social security and pension liabilities;
and Liens on domain names, patents, trademarks, and noncompete agreements.




 


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	5.	 	RATIFICATION. The Borrower ratifies and reaffirms the Credit Agreement and the Credit
Agreement shall remain in full force and effect as modified by this agreement.







	6.	 	BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that (a)
the representations and warranties contained in the Credit Agreement are true and correct in
all material respects as of the date of this agreement, (b) no condition, event, act or
omission which could constitute a default or an event of default under the Credit Agreement,
as modified by this agreement, or any other Related Document exists, and (c) no condition,
event, act or omission has occurred and is continuing that with the giving of notice, or the
passage of time or both, would constitute a default or an event of default under the Credit
Agreement, as modified by this agreement, or any other Related Document.







	7.	 	FEES AND EXPENSES. The Borrower agrees to pay all fees and out-of-pocket disbursements
incurred by the Bank in connection with this agreement, including legal fees incurred by the
Bank in the preparation, consummation, administration and enforcement of this agreement.







	8.	 	EXECUTION AND DELIVERY. This agreement shall become effective only after it is fully
executed by the Borrower and the Bank, and the Bank shall have received from the Borrower the
following documents: Note Modification Agreement.







	9.	 	ACKNOWLEDGEMENTS OF BORROWER / RELEASE. The Borrower acknowledges that as of the date
of this agreement it has no offsets with respect to all amounts owed by the Borrower to the
Bank arising under or related to the Credit Agreement, as modified by this agreement, or any
other Related Document on or prior to the date of this agreement. The Borrower fully, finally
and forever releases and discharges the Bank, its successors and assigns and their respective
directors, officers, employees, agents and representatives (each a “Bank Party”) from any and
all claims, causes of action, debts, demands and liabilities, of whatever kind or nature, in
law or in equity, of the Borrower, whether now known or unknown to the Borrower, which may
have arisen in connection with the Credit Agreement or the actions or omissions of any Bank
Party related to the Credit Agreement on or prior to the date hereof. The Borrower
acknowledges and agrees that this agreement is limited to the terms outlined above, and shall
not be construed as an agreement to change any other terms or provisions of the Credit
Agreement. This agreement shall not establish a
course of dealing or be construed as evidence of any willingness on the Bank’s part to grant
other or future agreements, should any be requested.







	10.	 	INTEGRATION, ENTIRE AGREEMENT, CHANGE, DISCHARGE, TERMINATION, OR WAIVER. The Credit
Agreement, as modified by this agreement, and the other Related Documents contain the complete
understanding and agreement of the Borrower and the Bank in respect of the Credit Facilities
and supersede all prior understandings and negotiations. If any one or more of the obligations
of the Borrower under this agreement or the Credit Agreement, as amended by this agreement, is
invalid, illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of the remaining obligations of the Borrower shall not in any way be affected
or impaired, and the invalidity, illegality or unenforceability in one jurisdiction shall not
affect the validity, legality or enforceability of the obligations of the Borrower under this
agreement, the Credit Agreement, as modified by this agreement, or any other Related Document
in any other jurisdiction. No provision of the Credit Agreement, as modified by this
agreement, or the other Related Documents, may be changed, discharged, supplemented,
terminated, or waived except in a writing signed by the party against whom it is being
enforced.




 


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	11.	 	Governing Law and Venue. This agreement shall be governed by and construed in
accordance with the laws of the State of Arizona (without giving effect to its laws of
conflicts). The Borrower agrees that any legal action or proceeding with respect to any of its
obligations under this agreement may be brought by the Bank in any state or federal court
located in the State of Arizona, as the Bank in its sole discretion may elect. By the
execution and delivery of this agreement, the Borrower submits to and accepts, for itself and
in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of
those courts. The Borrower waives any claim that the State of Arizona is not a convenient
forum or the proper venue for any such suit, action or proceeding.







	12.	 	NOT A NOVATION. This agreement is a modification only and not a novation. Except as
expressly modified by this agreement, the Credit Agreement, any other Related Documents, and
all the terms and conditions thereof, shall be and remain in full force and effect with the
changes herein deemed to be incorporated therein. This agreement is to be considered attached
to the Credit Agreement and made a part thereof. This agreement shall not release or affect
the liability of any guarantor of any promissory note or credit facility executed in reference
to the Credit Agreement or release any owner of collateral granted as security for the Credit
Agreement. The validity, priority and enforceability of the Credit Agreement shall not be
impaired hereby. To the extent that any provision of this agreement conflicts with any term or
condition set forth in the Credit Agreement, or any other Related Documents, the provisions of
this agreement shall supersede and control. The Bank expressly reserves all rights against all
parties to the Credit Agreement and the other Related Documents.







	13.	 	TIME IS OF THE ESSENCE. Time is of the essence under this agreement and in the
performance of every term, covenant and obligation contained herein.






	 	 	 	 	 	 	 

	 	 	Borrower:
	 
	 	 	 	 	 	 
	 	 	TASER International, Inc.
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Daniel M Behrendt
	 	 	 	 	 
	 

	 	 	 	DANIEL M BEHRENDT
	 	CFO
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Printed Name
	 	Title
	 
	 	 	 	 	 	 
	 	 	Date Signed: June 28, 2011
	 
	 	 	 	 	 	 
	 	 	Bank:
	 
	 	 	 	 	 	 
	 	 	JPMorgan Chase Bank, N.A.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Printed Name
	 	Title
	 
	 	 	 	 	 	 
	 	 	Date Signed:
                                       






 


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	 	Note Modification Agreement






This agreement is dated as of June 23, 2011 (the “Agreement Date”), by and between TASER
International, Inc. (the “Borrower”) and JPMorgan Chase Bank, N.A. (together with its successors
and assigns, the “Bank”). The provisions of this agreement are effective on the date that this
agreement has been executed by all of the signers and delivered to the Bank (the “Effective Date”).




WHEREAS, the Borrower executed a Line of Credit Note dated as of June 4, 2010 in the original
principal amount of Ten Million and 00/100 Dollars ($10,000,000.00), (as same may have been amended
or modified from time to time, the “Note”) as evidence of an extension of credit from the Bank to
the Borrower, which Note has at all times been, and is now, continuously and without interruption
outstanding in favor of the Bank; and,




WHEREAS, the Borrower has requested and the Bank has agreed that the Note be modified to the
limited extent as hereinafter set forth in this agreement;




NOW THEREFORE, in mutual consideration of the agreements contained herein and for other good and
valuable consideration, the parties agree as follows:




1. ACCURACY OF RECITALS. The Borrower acknowledges the accuracy of the Recitals stated
above.




2. DEFINITIONS. Capitalized terms used in this agreement shall have the same meanings as
in the Note, unless otherwise defined in this agreement.




3. MODIFICATION OF NOTE.



 


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3.1 From and after the Effective Date, the provision in the Note captioned “Promise to
Pay” is hereby amended as follows: The date on which the entire balance of unpaid principal plus
accrued interest shall be due and payable immediately is hereby changed from June 30, 2011 to June
30, 2013.



3.2 From and after the Effective Date, the provision in the Note captioned “Applicable
Margin” is hereby amended as follows:



“Applicable Margin” means with respect to any CB Floating Rate Advance or LIBOR Rate Advance,
as the case may be, the rate per annum set forth below for such Advance and opposite the applicable
Leverage Ratio. Leverage Ratio is defined in the Credit Agreement.




	 	 	 	 	 	 	 	 	 
	 	 	Applicable Margin	 
	 	 	CB Floating Rate	 	 	 	 
	Leverage Ratio	 	Advance	 	 	LIBOR Rate Advance	 
	Greater than 0.75 to 1.00
	 	minus 0.50%	 	 	1.75	%
	Less than or equal to 0.75 to
1.00 but greater than 0.25 to
1.00
	 	minus 0.75%	 	 	1.50	%
	Less than or equal to 0.25 to 1.00
	 	minus 1.00%	 	 	1.25	%






The Applicable Margin shall, in each case, be determined and adjusted quarterly on the first day of
the month after the date of delivery of the quarterly and annual financial statements required by
the Credit Agreement, provided, however, that if such financial statements are not delivered within
two Business Days after the required date (each, an “Interest Determination Date”), the Applicable
Margin shall increase to the maximum percentage amount set forth in the table above from the date
such financial statements were required to be delivered to the Bank until received by the Bank. The
Applicable Margin shall be effective from an Interest Determination Date until the next Interest
Determination Date. Such determinations by the Bank shall be conclusive absent manifest error. The
initial Applicable Margin for CB Floating Rate Advances is minus 1.00% and for LIBOR Rate Advances
is 1.25%.




3.3 From and after the Effective Date, the provision in the Note captioned “Principal
Payments” is hereby amended as follows:



Principal Payments. All outstanding principal and interest is due and payable in full on June
30, 2013, which is defined herein as the “Principal Payment Date”.




3.4 Each of the Related Documents is modified to provide that it shall be a default
or an event of default thereunder if the Borrower shall fail to comply with any of the covenants of
the Borrower herein or if any representation or warranty by the Borrower herein or by any guarantor
in any Related Documents is materially incomplete, incorrect, or misleading as of the date hereof.
As used in this agreement, the “Related Documents” shall include the Note and all applications for
letters of credit, loan agreements, credit agreements, reimbursement agreements, security
agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, or any other
instrument or document executed in connection with the Note or in connection with any other
obligations of the Borrower to the Bank.



3.5 Each reference in the Related Documents to any of the Related Documents shall be
a reference to such document as modified by this agreement.



 


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4. RATIFICATION OF RELATED DOCUMENTS AND COLLATERAL. The Related Documents are ratified
and reaffirmed by the Borrower and shall remain in full force and effect as they may be modified by
this agreement. All property described as security in the Related Documents shall remain as
security for the Note, as modified by this agreement, and the Liabilities under the other Related
Documents.




5. BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the
Bank that each of the representations and warranties made in the Note and the other Related
Documents and each of the following representations and warranties are and will remain, true and
correct until the later of maturity or the date on which all Liabilities evidenced by the Note are
paid in full:




5.1 No default, event of default or event that would constitute a default or event
of default but for the giving of notice, the lapse of time or both, has occurred and is continuing
under any provision of the Note, as modified by this agreement, or any other Related Document.



5.2 No event has occurred which may in any one case or in the aggregate materially
and adversely affect the financial condition, properties, business, affairs, prospects or
operations of the Borrower or any guarantor or any subsidiary of the Borrower.



5.3 The Borrower has no defenses or counterclaims, offsets or adverse claims,
demands or actions of any kind, personal or otherwise, that it could assert with respect to the
Note or any other Liabilities.



5.4 The Note, as modified by this agreement, and the other Related Documents are the
legal, valid, and binding obligations of the Borrower and the other parties, enforceable against
the Borrower and other parties in accordance with their terms, except as may be limited by
bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and
by general principles of equity.



5.5 The Borrower, other than any Borrower who is a natural person, is validly
existing under the laws of the State of its formation or organization. The Borrower has the
requisite power and authority to execute and deliver this agreement and to perform the obligations
described in the Related Documents as modified herein. The execution and delivery of this agreement
and the performance of the obligations described in the Related Documents as modified herein
have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement
has been duly executed and delivered by or on behalf of the Borrower.



6. BORROWER COVENANTS. The Borrower covenants with the Bank:




6.1 The Borrower shall execute, deliver, and provide to the Bank such additional
agreements, documents, and instruments as reasonably required by the Bank to effectuate the intent
of this agreement.


 


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6.2 The Borrower fully, finally, and forever releases and discharges the Bank, its
successors, and assigns and their respective directors, officers, employees, agents, and
representatives (each a “Bank Party”) from any and all causes of action, claims, debts, demands,
and liabilities, of whatever kind or nature, in law or equity, of the Borrower, whether now known
or unknown to the Borrower, (i) in respect of the loan evidenced by the Note and the Related
Documents, or of the actions or omissions of any Bank Party in any manner related to the loan
evidenced by the Note or the Related Documents and (ii) arising from events occurring prior to the
date of this agreement.



6.3 To the extent not prohibited by applicable law, the Borrower shall pay to the
Bank:



6.3.1 All the internal and external costs and expenses incurred (or charged by
internal allocation) by the Bank in connection with this agreement (including, without limitation,
inside and outside attorneys, appraisal, appraisal review, processing, title, filing, and recording
costs, expenses, and fees).



7. EXECUTION AND DELIVERY OF AGREEMENT BY THE BANK. The Bank shall not be bound by this
agreement until (i) the Bank has executed this agreement and (ii) the Borrower performed all of the
obligations of the Borrower under this agreement to be performed contemporaneously with the
execution and delivery of this agreement.




8. INTEGRATION, ENTIRE AGREEMENT, CHANGE, DISCHARGE, TERMINATION, OR WAIVER. The Note, as
modified by this agreement, and the other Related Documents contain the complete understanding and
agreement of the Borrower and the Bank in respect of any Liabilities evidenced by the Note and
supersede all prior understandings, and negotiations. If any one or more of the obligations of the
Borrower under this agreement or the Note, as modified by this Agreement, is invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining
obligations of the Borrower shall not in any way be affected or impaired, and the invalidity,
illegality or unenforceability in one jurisdiction shall not affect the validity, legality or
enforceability of the obligations of the Borrower under this agreement, the Note as modified by
this agreement and the other Related Documents in any other jurisdiction. No provision of the Note,
as modified by this agreement, or any other Related Documents may be changed, discharged,
supplemented, terminated, or waived except in a writing signed by the party against whom it is
being enforced.




9. GOVERNING LAW AND VENUE. This agreement shall be governed by and construed in accordance
with the laws of the State of Arizona (without giving effect to its laws of conflicts). The
Borrower agrees that any legal action or proceeding with respect to any of its obligations under
the Note or this agreement may be brought by the Bank in any state or federal court located in the
State of Arizona, as the Bank in its sole discretion may elect. By the execution and delivery of
this agreement, the Borrower submits to and accepts, for itself and in respect of its property,
generally and unconditionally, the non-exclusive jurisdiction of those courts. The Borrower waives
any claim that the State of Arizona is not a convenient forum or the proper venue for any such
suit, action or proceeding. This agreement binds the Borrower and its successors, and benefits the
Bank, its successors and assigns. The Borrower shall not, however, have the right to assign the
Borrower’s rights under this agreement or any interest therein, without the prior written consent
of the Bank.




10. COUNTERPART EXECUTION. This agreement may be executed in multiple counterparts, each of
which, when so executed, shall be deemed an original, but all such counterparts, taken together,
shall constitute one and the same agreement.




11. NOT A NOVATION. This agreement is a modification only and not a novation. In addition
to all amounts hereafter due under the Note, as modified by this agreement, and the other Related
Documents, all accrued interest evidenced by the Note being modified by this agreement and all
accrued amounts due and payable under the Related Documents shall continue to be due and payable
until paid. Except for the modification(s) set forth in this agreement, the Note, the other Related
Documents and all the terms and conditions thereof, shall be and remain in full force and effect
with the changes herein deemed to be incorporated therein. This agreement is to be considered
attached to the Note and made a part thereof. This agreement shall not release or affect the
liability of any guarantor, surety or endorser of the Note or release any owner of collateral
securing the Note. The validity, priority and enforceability of the Note shall not be impaired
hereby. References to the Related Documents and to other agreements shall not affect or impair the
absolute and unconditional obligation of the Borrower to pay the principal and interest on the Note
when due. The Bank reserves all rights against all parties to the Note and the other Related
Documents.



 


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12. TIME IS OF THE ESSENCE. Time is of the essence under this agreement and in the
performance of every term, covenant and obligation contained herein.




	 	 	 	 	 

	 

	 	 	 	Borrower:
	 
	 	 	 	 
	Address:

	 	17800 North 85th Street
	 	TASER International, Inc.
	 
	 	 	 	 
	 

	 	Scottsdale, AZ 85255	 	 






	 	 	 	 	 	 	 

	 	 	By:	 	/s/ Daniel M Behrendt

	 	 	 	 	 
	 

	 	 	 	DANIEL M BEHRENDT
	 	CFO
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Printed Name
	 	Title
	 
	 	 	 	 	 	 
	 	 	Date Signed: June 28, 2011	 	 






SIGNATURE REQUIRED ON THE FOLLOWING PAGE




 


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BANK’S ACCEPTANCE




The foregoing agreement is hereby agreed to and acknowledged.




	 	 	 	 	 	 	 

	 	 	Bank:	 	 
	 
	 	 	 	 	 	 
	 	 	JPMorgan Chase Bank, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Printed Name
	 	Title
	 
	 	 	 	 	 	 
	 	 	Date	 	 
	 	 	Signed:
                 
                  
                  
   	 	 





 


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