exv10w45



 




Exhibit 10.45




COMMERCIAL TERM PROMISSORY NOTE




			
	$  12,104,000.00
	 	January 11, 2005               






     FOR VALUE RECEIVED, Smith & Wesson Corp., a Delaware corporation, having a principal place of
business at 2100 Roosevelt Avenue, Springfield, Massachusetts (the “Borrower”), promises to pay to
the order, of Banknorth, N.A., a national banking association (“Lender”), having a usual place of
business at 1441 Main Street, Springfield, Massachusetts, or at such other place as Lender may
designate in writing, the principal sum of Twelve Million One Hundred Four Thousand and 00/100
Dollars ($12,104,000.00) plus interest from the date hereof, all as hereinafter set forth.



INTEREST




     Interest from the date hereof upon the unpaid principal balance from time to time outstanding
shall accrue at a fixed rate of six and twenty-three one hundredths percent (6.23%) per annum.
Interest shall be calculated on the basis of actual days elapsed and a 360-day year.



REPAYMENT




     Principal and interest due Lender hereunder shall be repaid as follows:




A. Commencing one (1) month from the date hereof and thereafter on the same day of
each succeeding month for a period of eighty four (84) months (and based upon an
amortization period of seven (7) years), equal monthly payments of principal and
interest in the amount of One Hundred Seventy Eight Thousand Six Hundred Seventy and
83/100 Dollars ($178,670.83; and




B. Any remaining unpaid principal, and all accrued interest thereon, shall be due
and payable IN FULL seven (7) years from the date hereof;



     This Note is entered into pursuant to a Loan and Security Agreement of even date herewith (the
“Loan Agreement”). Capitalized terms not defined herein shall have the meanings given in the Loan
Agreement. Subject to the terms and conditions contained in the Loan Agreement, this Note shall be
repaid in accordance with the terms and conditions of the Loan Agreement. Any payments received by
Lender with respect to this Note prior to demand, acceleration or maturity shall be applied first
to any costs, expenses or charges due Lender from Borrower, second to any unpaid accrued interest
hereunder, and third to the unpaid principal hereunder. Any payments received after demand,
acceleration or maturity shall be applied in such a manner as Lender shall determine.



     If any payment required hereunder is more than ten (10) days past due, (in addition to
interest accruing hereunder) a late charge of six (6%) percent of the overdue payment shall be
charged to Borrower and be immediately due and payable to Lender. Any payment having a due date
falling



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upon a Saturday, Sunday, or legal holiday shall be due and payable on the next business day
for which Lender is open for business, and interest shall continue to accrue during the extended
period.




     If any payment received by Lender with respect to this Note shall be deemed by a court
of competent jurisdiction to have been a voidable preference or fraudulent conveyance under federal
or state law, or otherwise due any party other than Lender, then the obligation for which the
payment was made shall not be discharged by the payment and shall survive as an obligation due
hereunder, notwithstanding Lender’s return to Borrower or any other party of the original of this
Note or other instrument evidencing the obligation for which payment was made.



     The following described property from Borrower, in addition to all other collateral now or
hereafter provided by Borrower, or by any guarantor or endorser hereof, to Lender, shall secure
this Note and all other present and future obligations of Borrower to Lender: First security
interest in all personal property and chose-in-action (except as described in Section 11.00 of the
Loan Agreement), as well as real estate mortgages on property located at 2100 Roosevelt Avenue,
Springfield, Massachusetts; 299 Page Boulevard, Springfield, Massachusetts; and 19 Aviation Drive,
Houlton, Maine.



     Any and all deposits or other sums at any time credited by, or due to Borrower or any endorser
or guarantor hereof from, Lender or any of its banking or lending affiliates or any loan
participant under any loan arrangement between Lender and Borrower, and any cash, instruments,
securities or other property of Borrower, and of any endorser or guarantor hereof, now or hereafter
in the possession of Lender, or any of its banking or lending affiliates or any loan participant
under any loan arrangement between Lender and Borrower, whether for safekeeping or otherwise, shall
at all times constitute security (and hereby remain subject to a pledge and grant of a security
interest by Borrower and/or any guarantor or endorser hereof) for the payment of this Note and all
other obligations, whether now existing or hereafter arising, of Borrower to Lender and may be
applied or set off against such Note or other obligations at any time, whether or not then due.



     This Note shall be in default, and all unpaid principal, interest, and other
amounts due hereunder, shall, at Lender’s option, be immediately due and payable, without prior
notice, protest, or demand, upon the occurrence of any one or more of the Events of Default as
specified in the Loan Agreement. Default upon this Note shall also operate as a default upon all
other Obligations of Borrower to Lender.



     Upon and during the continuance of an Event of Default hereunder, interest upon the principal
balance hereof, and to the extent permitted by law, on any accrued but unpaid interest hereon,
shall, at Lender’s option, accrue at the Default Rate.



     Borrower, and each endorser and guarantor hereof, hereby waives presentment, demand, notice
and protest and also waives any delay on the part of the holder hereof. Each also assents to (i)
any extension, or other indulgence (including, without limitation, any release or substitution of
collateral or of any direct or indirect obligor) permitted by Lender with respect to this Note
and/or any collateral given to secure this Note and (ii) any extension or other indulgence, as
described



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above, with respect to any other obligation or any collateral given to secure such other
obligation of Borrower or any endorser or guarantor to Lender. A discharge or release of any
party directly or indirectly liable hereon shall not discharge or otherwise affect the liability of
any other party directly or indirectly liable hereon.




     No indulgence, delay, or omission by Lender in exercising or enforcing any of its
rights or remedies hereunder shall operate as a waiver thereof on that occasion nor on any other
occasion. No waiver of any default hereunder shall operate as a waiver of any other default
hereunder, nor as a continuing waiver. No waiver of a default or of any other right or remedy
hereunder, nor any modification of any provision of this Note, shall be enforceable unless it is in
writing signed by the party against whom the waiver or modification is to be enforced. All of
Lender’s rights and remedies hereunder and under any other related loan documents shall be
cumulative and may be exercised singularly or concurrently, at Lender’s sole and exclusive
discretion.



     It is not intended under this Note to charge interest at a rate exceeding the maximum rate of
interest permitted to be charged under applicable law, but if interest exceeding said maximum rate
should be paid hereunder, the excess shall, at Lender’s option, be (a) deemed a voluntary
prepayment of principal not subject to the prepayment premium (if any) set forth herein or (b)
refunded to Borrower.



     Borrower, and each endorser and guarantor hereof, jointly and severally agree to pay on demand
all costs and expenses, including, but not limited to, reasonable attorneys’ fees, incurred by
Lender in connection with the protection and/or enforcement of any of Lender’s rights or remedies
against Borrower or any such endorser or guarantor (whether or not any suit has been instituted by
or against Lender).



     This Note shall be binding upon Borrower and each endorser and guarantor hereof and upon their
respective heirs, successors, and representatives, and shall inure to the benefit of Lender and its
successors, endorsees and assigns.



     The liabilities of the Borrower (and each co-maker, if any), and any endorser or
guarantor hereof, are joint and several. Each reference in this Note to the Borrower, any endorser
and any guarantor, is to such maker, co-maker (if any), endorser and guarantor, individually, as
well as collectively. No party obligated on account of this Note may seek contribution from any
other party also obligated unless and until all obligations to Lender of the party to whom
contribution is sought have been satisfied in full. Each reference to Lender herein is to the
named payee hereto or any subsequent holder hereof, and their respective successors, endorsees and
assigns.



     Borrower represents to Lender that the proceeds of this Note will not be used for personal,
family or household purposes and that this loan is strictly a commercial transaction.



     BORROWER, AND EACH ENDORSER AND GUARANTOR HEREOF, HEREBY EXPRESSLY WAIVE ALL RIGHTS TO A TRIAL
BY JURY WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE RELATING, DIRECTLY OR



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INDIRECTLY, TO THIS NOTE AND/OR OTHER LOAN DOCUMENTS (IF ANY) EXECUTED IN CONNECTION HEREWITH
AND ALSO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS (AND THE
FEDERAL COURTS SITUATED THEREIN) WITH RESPECT TO ALL CLAIMS CONCERNING THIS NOTE AND/OR ANY
COLLATERAL SECURING THEIR RESPECTIVE LIABILITIES TO LENDER.




     This Note shall be governed by the laws of the Commonwealth of Massachusetts, without regard
to its principles of conflicts of laws, and shall take effect as a sealed instrument.



     Signed under seal as of the day and year first above written.



	 	 	 	 	 
	 
	 	SMITH & WESSON CORP.	 
	 
	 	 	 	 
	 
	 	 	 	 
	/s/ Peter Marcil
	 	BY:	/s/ John A. Kelly	 
	 
	 	 	 	 
	Witness
	 	Its duly authorized	 







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