exv10w50



 






Exhibit 10.50




GUARANTY




      This GUARANTY, dated as of January 11, 2005, is given by Smith & Wesson Holding Corporation,
a Nevada corporation, with a usual place of business at 2100 Roosevelt Avenue, Springfield,
Massachusetts (the “Guarantor”) in favor of Banknorth, N.A., a national banking association,
located at 1441 Main Street, Springfield, Massachusetts (the “Lender”), to induce Lender to give,
in its discretion, time, credit or other banking facilities or accommodations to Smith & Wesson
Corp. (the “Borrower”). In consideration of the foregoing, Guarantor agrees as follows:



      1.     Guaranty of Payment and Performance. Guarantor hereby (jointly and severally with
all other guarantors, if any) guarantees to Lender the full and punctual payment when due (whether
at maturity, by acceleration or otherwise), and the performance, of all liabilities, agreements and
other obligations of Borrower to Lender of every kind, nature and description (whether by way of
discount, letters of credit, lease, loan, overdraft or otherwise), whether now existing or
hereafter arising, direct or indirect, absolute or contingent, due or to become due, secured or
unsecured, and including, without limitation, all costs and expenses incurred by Lender in
attempting to collect or enforce any of the foregoing, (collectively the “Obligations”). This
Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and
performance of the Obligations and not of their collectibility only and is in no way conditioned
upon any requirement that Lender first attempt to collect any of the Obligations from Borrower or
resort to any security or other means of obtaining their payment. Guarantor agrees that the
Obligations will be paid and performed strictly in accordance with their respective terms (as
amended from time-to-time) regardless of any law, regulation or order now or hereafter in effect in
any jurisdiction affecting any of such terms or the rights of Lender with respect thereto. Should
Borrower default in the payment or performance of any of the Obligations, the liabilities and
obligations of Guarantor hereunder shall become immediately due and payable to Lender, without
demand or notice of any nature, all of which are expressly waived by Guarantor. Payment and
performance by Guarantor hereunder may be required by Lender on any number of occasions.



      2.     Guarantor’s Further Agreement to Pay. Guarantor further agrees, as the principal
obligor and not as a guarantor only, to pay to Lender, on demand, all reasonable costs and expenses
(including, without limitation, court costs and reasonable attorneys’ fees) incurred or expended by
Lender in connection with the Obligations, this Guaranty and the enforcement thereof, together with
interest on all amounts recoverable under this Guaranty, from the time such amounts become due
until payment, at the rate per annum equal to the highest rate of interest charged with respect to
any of the Obligations.



      3.     General Waivers. Guarantor waives: (a) notice of acceptance hereof by Lender; (b)
presentment, demand and protest with respect to the Obligations and this Guaranty; (c) notice of
Obligations incurred or default upon any of the Obligations, and all other notices of any kind; (d)
all defenses which may be available by virtue of any statute of limitations, valuation, stay,
moratorium law or other similar law now or hereafter in effect; (e) any right to require the
marshalling of assets of Borrower; (f) all homestead rights, protections and exemptions; and (g)
all suretyship defenses



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generally.



      4.     Lender’s Freedom to Act. Lender may, without giving notice to or obtaining the
assent of Guarantor and without relieving Guarantor of any liability hereunder, deal with Borrower
or any other party now or hereafter liable upon any of the Obligations, in such manner as Lender in
its sole discretion deems appropriate, and in this regard, Guarantor agrees that the obligations of
Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected
by (a) the failure of Lender to assert any claim or demand or to enforce any right or remedy
against Borrower, (b) any extensions or renewals of any of the Obligations, (c) any rescissions,
waivers, amendments or modifications of any of the terms or provisions of any agreement evidencing,
securing or otherwise executed in connection with any of the Obligations, (d) the substitution or
release of any party primarily or secondarily liable for any of the Obligations, (e) the adequacy
of any rights Lender may have against any collateral or other means of obtaining repayment of the
Obligations, (f) the impairment of any collateral securing any of the Obligations, including,
without limitation, the failure to perfect or preserve any rights Lender might have in such
collateral or the substitution, exchange, surrender, release, loss or destruction of any such
collateral, or (g) any other act or omission which might in any manner or to any extent vary the
risk of Guarantor or otherwise operate as a release or discharge of Guarantor, all of which may be
done without notice to or assent from Guarantor.



      5.     Unenforceability Of Obligations Against Borrower. If for any reason Borrower has
no legal existence or is under no legal obligation to discharge any of the Obligations, or if any
of the Obligations have become irrecoverable from Borrower by operation of law or for any other
reason, this Guaranty shall nevertheless be binding on Guarantor to the same extent as if Guarantor
at all times had been the principal obligor on all such Obligations. In the event that
acceleration of the time for payment of any of the Obligations is stayed upon the insolvency,
bankruptcy or reorganization of Borrower, or for any other reason, all such amounts otherwise
subject to acceleration under the terms of any agreement evidencing, securing or otherwise executed
in connection with any of the Obligations shall be immediately due and payable by Guarantor.



      6.     Subrogation. Guarantor also waives any and all rights of subrogation,
reimbursement, indemnity, contribution or the like which Guarantor might at any time have against
Borrower as a result of any payment by Guarantor to Lender hereunder; unless Lender otherwise
agrees, such waiver by Guarantor shall not be effective to the extent that, by virtue of such
waiver, Guarantor’s liability to Lender hereunder is rendered invalid, voidable or unenforceable
under any applicable federal or state laws dealing with the recovery or avoidance of so called
“fraudulent conveyances”, or otherwise. Until the payment and performance in full of the
Obligations and any and all obligations of Borrower to any affiliate of Lender, Guarantor will not
claim any set-off or counterclaim against Borrower in respect of any liability of Guarantor to
Borrower, and Guarantor waives any recourse against any collateral which may be held by Lender or
any such affiliate.



      7.     Debt Subordination. The payment of any amounts due with respect to any
indebtedness of Borrower now or hereafter held by Guarantor is hereby subordinated to the prior
payment in full of the Obligations, and Guarantor agrees that, in the absence of Lender’s prior
written consent, Guarantor will not demand, accept or sue for any payment upon, or otherwise
attempt to



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collect, any such indebtedness of Borrower to Guarantor until the Obligations shall
have been paid in full. If, notwithstanding the foregoing, Guarantor shall, without Lender’s prior
written consent, collect, enforce or receive any amounts in respect of such indebtedness, such
amounts shall be collected, enforced and received by Guarantor as trustee for Lender and be paid
over to Lender on account of the Obligations without affecting in any manner the liability of
Guarantor under the other provisions of this Guaranty.



      8.     Security; Set-Off. Any and all deposits or other sums at any time credited by, or
due to Guarantor from, Lender or any of its banking or lending affiliates or any loan participant
under any loan arrangement between Lender and Guarantor, and any cash, instruments, securities or
any other property of Guarantor, 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
Guarantor, whether for safe-keeping or otherwise, shall at all times constitute security (and
hereby remain subject to a pledge and grant of security interest by Guarantor) for the payment of
this Guaranty and all other obligations, whether now existing or hereafter arising, of Guarantor to
Lender and may be applied or set-off against any of such obligations, whether or not then due.



      9.     Term; Reinstatement. The obligations of Guarantor hereunder shall continue until
full payment is made of all of the Obligations and of all obligations and liabilities of Guarantor
hereunder. This Guaranty shall continue to be effective or reinstated, notwithstanding any return
by Lender to Guarantor of the original of this Guaranty, if at any time any payment made or value
received with respect to any of the Obligations or any of the obligations of Guarantor upon this
Guaranty is rescinded or must otherwise be returned by Lender upon the insolvency, bankruptcy or
reorganization of Borrower or Guarantor, or otherwise, all as though such payment had not been made
or such value not received.



      10.     Governing Law; Successors and Assigns. This Guaranty is intended to take effect
as a sealed instrument, shall be governed by, and construed and in accordance with, the laws of the
Commonwealth of Massachusetts, shall be binding upon Guarantor and Guarantor’s heirs, executors,
administrators, successors and assigns, shall inure to the benefit of Lender and Lender’s
successors and assigns, and shall apply to all Obligations of Borrower and any successor to
Borrower, including any successor by operation of law.



      11.     Amendments and Waivers. No amendment or waiver of any provision of this Guaranty
nor consent to any departure by Guarantor therefrom shall be effective unless the same shall be in
writing and signed by Lender. No failure on the part of Lender to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right hereunder preclude any other or further exercise thereof or the exercise of
any other right.



      12.     CONSENT TO JURISDICTION; JURY WAIVER. GUARANTOR HEREBY EXPRESSLY WAIVES ALL
RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE RELATING,
DIRECTLY OR INDIRECTLY, TO ANY OF THE OBLIGATIONS AND/OR THIS GUARANTY. GUARANTOR HEREBY SUBMITS
TO THE JURISDICTION OF THE COURTS OF THE COMMONWEALTH OF



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MASSACHUSETTS (AND THE FEDERAL COURTS SITUATED THEREIN) WITH RESPECT TO ALL CLAIMS CONCERNING
THIS GUARANTY AND/OR ANY COLLATERAL SECURING GUARANTOR’S LIABILITIES TO LENDER.



      13.     Miscellaneous. This Guaranty constitutes the entire agreement of Guarantor with
respect to the matters set forth herein. The rights and remedies herein provided are cumulative
and not exclusive of any remedies provided by law or any other agreement, and this Guaranty shall
be in addition to, and not in substitution of, any other guaranty or security for the Obligations.
The invalidity or unenforceability of any one or more sections of this Guaranty shall not affect
the validity or enforceability of its remaining provisions. Captions are for the ease of reference
only and shall not affect the meaning of the relevant provision. The meaning of all defined terms
used in this Guaranty shall be equally applicable to the singular and plural forms of the terms
defined.



      Executed under seal and delivered as of the date first above written.



	 	 	 	 	 
	 	 	SMITH & WESSON

HOLDING CORPORATION
 
	/s/
Peter Marcil
	 	BY:	 	/s/ John A. Kelly
	 

	 	 
	 	 
	Witness

	 	Its duly authorized







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