Exhibit 10.6


 


	
  

  	
  Lazard FrÈres & CO. LLC

  30 ROCKEFELLER PLAZA

  NEW YORK, NY 10020

  PHONE 212-632-6000

  www.lazard.com

  
	
   

  



 


June 30, 2009


 


Freedom
Group, Inc.

870 Remington Drive

Madison, NC 27025-0700


 


Ladies
and Gentlemen:


 


This letter confirms the retention of Lazard Frères & Co. LLC (“Lazard”)
to act as investment banker to Freedom Group, Inc. (the “Company”) to
provide financial advice with respect to the proposed issuance of debt by the
Company or any subsidiary thereof having an aggregate amount of at least $200
million (the “Debt Issuance”) and the potential initial public offering of
common equity securities of the Company or any subsidiary thereof (the “IPO”).
Each of the Debt Issuance and the IPO may be reffered to herein individually or
jointly as a “Financing”. By signing this letter, we hereby accept our
appointment as your investment banker under the terms hereof.


 


We will act with respect to the foregoing until the
earlier of the completion date of both the Debt Issuance and the IPO and one
year from the date hereof, subject to the following conditions:


 


1.                                       We will, as
necessary and requested, assist the Company in its evaluation of a Financing,
including the timing, structure and size of the Financing. For the avoidance of
doubt, our services hereunder will not include assistance in execution of a
Financing.


 


2.                                       You will
furnish or cause to be furnished to us such current and historical financial
information and other information regarding the business of the Company and any
relevant subsidiary as we may request. You represent and warrant to us that all
of the foregoing information will be accurate and complete at the time it is
furnished, and you agree to keep us advised of all material developments
affecting the Company and any relevant subsidiary. In connection with our
activities hereunder, you authorize us to make appropriate use of such
information, including discussing it with any third parties as to whom we may
mutually agree.


 


3.                                       In
consideration of our services, you agree to pay us the following fees:


 


(i)            a fee, payable upon
consummation of the Debt Issuance, of $600,000, and


 


(ii)           a fee, payable upon
consummation of the IPO, of $400,000.


 


PARIS     LONDON    
NEW YORK     AMSTERDAM     ATLANTA    
BEIJING     BORDEAUX     BOSTON    
BRISBANE     CHICAGO     FRANKFURT


HAMBURG      HONG KONG       HOUSTON      LOS ANGELES      LYON     
MADRID      MELBOURNE       MILAN       MINNEAPOLIS       MONTREAL      MUMBAI


ROME       SAN FRANCISCO       SÂO PAULO      SEOUL    
SHANGHAI       SINGAPORE       STOCKHOLM       SYDNEY       TOKYO       TORONTO        ZURICH


 

















 


In the event of any extension or modification of our engagement
hereunder, you will pay us such additional fees as may be mutually agreed in
writing. In the absence of any such written extension or modification, no more
than $1,000,000 in fees shall be payable pursuant to this agreement.


 


4.                                       You agree to
reimburse us periodically, upon request, for all our reasonable expenses
incurred in connection with this engagement; provided that reimbursable
expenses hereunder in connection with each Financing shall not exceed 5% of the
fee payable pursuant to paragraph 3 in connection with such Financing unless
approved in advance by the Company (which approval shall not be unreasonably
withheld). Generally these expenses include travel costs, document production
and other expenses of this type, and, if approved in advance by the Company
(such approval not to be unreasonably withheld), will also include the
reasonable fees of outside counsel and other professional advisors. We will
provide separate invoices for the expenses related to each of the Financings.
All payments to be made by you pursuant to this agreement shall be made
promptly after receipt of invoices for such payments.


 


5.                                       No fee payable
to any third party, by you or any other person or entity in connection with the
subject matter of this engagement, shall reduce or otherwise affect any fee
payable hereunder.


 


6.                                       Simultaneously
herewith, the parties hereto are entering into an indemnification letter (the “Indemnification
Letter”) in the form attached hereto. The Indemnification Letter shall survive
any termination or expiration of this agreement.


 


7.                                       Our engagement
hereunder may be terminated by you or us at any time without liability or
continuing obligation to you or us, except that, following such termination or
any expiration of this agreement, we shall remain entitled to any fees accrued
pursuant to paragraph 3 but not yet paid prior to such termination or
expiration, as the case may be, and to reimbursement of expenses incurred prior
to such termination or expiration, as the case may be, as contemplated by
paragraph 4 hereof. In addition, in the case of termination by the Company
(other than for cause, as reasonably determined by the Company) prior to the
expiration of this agreement and in the case of expiration of this agreement,
we shall remain entitled to full payment of all fees contemplated by paragraph
3 hereof in respect of any Financing consummated during the period from the date
hereof until one year following such termination or expiration of this
agreement.


 


8.                                       Any financial
advice, written or oral, rendered by us pursuant to this agreement is intended
solely for the benefit and use of senior management and the Board of Directors
of the Company in considering the matters to which this agreement relates, and
the Company agrees that such advice may not be disclosed publicly or made
available to third parties (other than disclosures as necessary to your
officers, directors and legal and accounting advisors who are required to
maintain the confidentiality thereof) without the prior written consent of
Lazard. Notwithstanding the foregoing, nothing herein shall prohibit you from
disclosing (a) to any and all persons the tax treatment and tax structure


 


2

















 


of any Financing and the portions of any materials that relate to such
tax treatment or tax structure; and (b) any such information as required
by applicable law, rule, regulation or compulsory legal process, including in
connection with the Financings, subject to prior consulation with us regarding
the form and scope of such disclosure to the extent practicable. Lazard will
not be responsible for and will not provide you with any tax, accounting,
actuarial, legal or other specialist advice.


 


9.                                       The provisions
hereof shall inure to the benefit of and be binding upon the successors and
assigns of the Company, Lazard and any other person entitled to indemnity under
the Indemnification Letter.


 


10.                                 Lazard has been
retained under this agreement as an independent contractor, and it is
understood and agreed that this agreement does not create a fiduciary
relationship between Lazard and the Company or its management or Board of
Directors.


 


11.                                 In carrying out
services hereunder, Lazard may, as it considers appropriate, draw upon the
resources of and involve as agent other members of the Lazard Group and Lazard
Capital Markets LLC and its affiliates. In this agreement, “Lazard Group” means
Lazard Group LLC and its direct and indirect subsidiaries.


 


12.                                 This agreement
and any claim related directly or indirectly to this agreement (including any
claim concerning advice provided pursuant to this agreement) shall be governed
and construed in accordance with the laws of the State of New York (without
giving regard to the conflicts of law provisions thereof). No such claim shall
be commenced, prosecuted or continued in any forum other than the courts of the
State of New York located in the City and County of New York or the United
States District Court for the Southern District of New York, and each of the
parties hereby submits to the jurisdiction of such courts. Each party hereby
waives on behalf of itself and its successors and assigns any and all right to
argue that this choice of forum provision is or has become unreasonable. Each
party waives all right to trial by jury in any action, proceeding or
counterclaim (whether based upon contract, tort or otherwise) related to or
arising out of the engagement of Lazard pursuant to, or the performance by
Lazard of the services contemplated by, this agreement.


 


3

















 


If the foregoing correctly sets forth the
understanding between us, please so indicate on the enclosed signed copy of
this letter in the space provided therefor and return it to us, whereupon this
letter shall constitute a binding agreement between us.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  LAZARD
  FRERES & CO. LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel M. Aronson

  
	
   

  	
   

  	
  Daniel
  M. Aronson

  
	
   

  	
   

  	
  Managing
  Director

  



 


 


AGREED
TO AND ACCEPTED

as of the date first above written:


 


FREEDOM
GROUP, INC.


 


	
  By

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


4

















 


	
  

  	
  Lazard FrÈres & CO. LLC

  30 ROCKEFELLER PLAZA

  NEW YORK, NY 10020

  PHONE 212-632-6000

  www.lazard.com

  
	
   

  



 


June 30, 2009


 


Freedom
Group, Inc.

870 Remington Drive

Madison, NC 27025-0700


 


Ladies
and Gentlemen:


 


In connection with our engagement to advise and
assist you with the matters set forth in the engagement letter of even date
herewith, you and we are entering into this letter agreement. It is understood
and agreed that in the event that Lazard Frères & Co. LLC or any of our
affiliates, or any of our or their respective directors, officers, members,
employees, agents or controlling persons, if any (each of the foregoing,
including Lazard Frères &
Co. LLC, being an “Indemnified Person”), become involved in any capacity in any
action, claim, proceeding or investigation brought or threatened by or against
any person, including your securityholders, related to, arising out of or in
connection with our engagement, you will promptly reimburse each such
Indemnified Person for its reasonable legal and other expenses (including the
cost of any investigation and preparation) as and when they are incurred in
connection therewith. You will indemnify and hold harmless each Indemnified
Person from and against any losses, claims, damages, liabilities or expenses to
which any Indemnified Person may become subject under any applicable federal or
state law, or otherwise, related to, arising out of or in connection with our
engagement, whether or not any pending or threatened action, claim, proceeding
or investigation giving rise to such losses, claims, damages, liabilities or
expenses is initiated or brought by you or on your behalf and whether or not in
connection with any action, claim, proceeding or investigation in which you or
any such Indemnified Person are a party, except to the extent that any such
loss, claim, damage, liability or expense is found by a court of competent
jurisdiction in a judgment which has become final in that it is no longer
subject to appeal or review to have resulted from such Indemnified Person’s bad
faith, willful misconduct or gross negligence. You also agree that no
Indemnified Person shall have any liability (whether direct or indirect, in
contract or tort or otherwise) to you or your securityholders or creditors
related to, arising out of or in connection with our engagement except to the
extent that any loss, claim, damage or liability is found by a court of
competent jurisdiction in a judgment which has become final in that it is no
longer subject to appeal or review to have resulted from such Indemnified
Person’s bad faith, willful misconduct or gross negligence. If multiple claims
are brought against any Indemnified Person in an arbitration related to,
arising out of or in connection with our engagement, and indemnification is
permitted under applicable law with respect to at least one such claim, you agree
that any arbitration award shall be conclusively deemed to be based on claims
as to which indemnification is permitted and provided for hereunder, except to
the extent the arbitration award expressly states that the award, or any
portion thereof, is based solely on a claim as to which indemnification is not
available.


 


PARIS     LONDON    
NEW YORK     AMSTERDAM     ATLANTA    
BEIJING     BORDEAUX     BOSTON    
BRISBANE     CHICAGO     FRANKFURT


HAMBURG      HONG KONG       HOUSTON      LOS ANGELES      LYON     
MADRID      MELBOURNE       MILAN       MINNEAPOLIS       MONTREAL      MUMBAI


ROME       SAN FRANCISCO       SÂO PAULO      SEOUL    
SHANGHAI       SINGAPORE       STOCKHOLM       SYDNEY       TOKYO       TORONTO        ZURICH


 

















 


If any action, claim, proceeding or investigation is
commenced, as to which an Indemnified Person proposes to demand
indemnification, we or such Indemnified Person shall notify you with reasonable
promptness; provided, however, that any failure by us or
such Indemnified Person to notify you shall not relieve you from your
obligations hereunder (except to the extent that you are materially prejudiced
by such failure to promptly notify). Unless we or another Indemnified Person
have been advised by counsel that there exist actual or potential conflicting
interests between you and us or another Indemnified Person, you shall be
entitled to assume and control the defense of any such action, claim,
proceeding or investigation, including the employment of counsel reasonably satisfactory
to us. Any Indemnified Person shall have the right to counsel of its own choice
to represent it, but the fees and expenses of such counsel shall be at the
expense of such Indemnified Person unless (i) you have failed promptly to
assume the defense and employ counsel reasonably satisfactory to us in
accordance with the preceding sentence or (ii) we or the Indemnified
Person shall have been advised by counsel that there exist actual or potential
conflicting interests between you and us pr such Indemnified Person; provided, however,
that you shall not, in connection with any one such action or proceeding or
separate but substantially similar actions or proceedings arising out of the
same general allegations be liable for fees and expenses of more than one
separate firm of attorneys (in addition to any local counsel) at any time
selected by us for all Indemnified Persons; and such counsel shall, to the
extent consistent with its professional responsibilities and any conflict of
interests between you and us or another Indemnified Person, cooperate with you
and any counsel designated by you.


 


If for any reason the foregoing indemnification is
held unenforceable (other than due to a failure to meet the standard of care
set forth above), then you shall contribute to the loss, claim, damage,
liability or expense for which such indemnification is held unenforceable in
such proportion as is appropriate to reflect the relative benefits received, or
sought to be received, by you and your securityholders and creditors on the one
hand and the Indemnified Persons on the other hand in the matters contemplated
by our engagement as well as the relative fault of yourselves and such persons
with respect to such loss, claim, damage, liability or expense and any other
relevant equitable considerations. You agree that for the purposes hereof the
relative benefits received, or sought to be received, by you and your
securityholders and creditors and the Indemnified Persons shall be deemed to be
in the same proportion as (i) the total value paid or proposed to be paid
by or to you and your securityholders and creditors, as the case may be,
pursuant to any transaction (whether or not consummated) for which we have been
engaged to perform investment banking services bears to (ii) the fees paid
or proposed to be paid to us in connection with such engagement; provided, however,
that, to the extent permitted by applicable law, in no event shall we or any
other Indemnified Person be required to contribute an aggregate amount in
excess of the aggregate fees actually paid to us for such investment banking
services. Your reimbursement, indemnity and contribution obligations under this
agreement shall be in addition to any liability which you may otherwise have,
shall not be limited by any rights we or any other Indemnified Person may
otherwise have and shall be binding upon and inure to the benefit of any
successors, assigns, heirs and personal representatives of yourselves,
ourselves, and any other Indemnified Persons.


 


2

















 


You agree that, without our prior written consent
(which will not be unreasonably withheld), you will not settle, compromise or
consent to the entry of any judgment in any pending or threatened claim,
action, proceeding or investigation in respect of which indemnification or
contribution could be sought hereunder (whether or not we or any other
Indemnified Persons are an actual or potential party to such claim, action,
proceeding or investigation), unless such settlement, compromise or consent
includes an unconditional release of each Indemnified Person from all liability
arising out of such claim, action, proceeding or investigation. We agree that,
without your prior written consent (which will not be unreasonably withheld),
we will not settle, compromise or consent to the entry of any judgment in any
pending or threatened claim, action, proceeding or investigation in respect of
which indemnification or contribution could be sought hereunder. No waiver,
amendment or other modification of this agreement shall be effective unless in
writing and signed by each party to be bound thereby. This agreement and any
claim related directly or indirectly to this agreement shall be governed and
construed in accordance with the laws of the State of New York (without giving
regard to the conflicts of law provisions thereof). No such claim shall be
commenced, prosecuted or continued in any forum other than the courts of the
State of New York located in the City and County of New York or the United
States District Court for the Southern District of New York, and each of us
hereby submits to the jurisdiction of such courts. Each of us hereby waive on
behalf of yourself and your successors and assigns any and all right to argue
that the choice of forum provision is or has become unreasonable. We and you
(each on our own behalf and, to the extent permitted by applicable law, on
behalf of our securityholders and creditors) waive all right to trial by jury
in any action, proceeding or counterclaim (whether based upon contract, tort or
otherwise) related to, arising out of or in connection with our engagement.


 


3

















 


This agreement shall remain in effect indefinitely,
notwithstanding any termination or expiration of our engagement.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  LAZARD
  FRERES & CO. LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel M. Aronson

  
	
   

  	
   

  	
  Daniel
  M. Aronson

  
	
   

  	
   

  	
  Managing
  Director

  



 


 


AGREED
TO AND ACCEPTED

as of the date first above written:


 


FREEDOM
GROUP, INC.


 


	
  By

  	
  /s/ Ted Torbeck

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


4