EX-10.85








Exhibit 10.85




Execution Version




EXCHANGE AGREEMENT




     EXCHANGE AGREEMENT (the “Agreement”), dated as of January 14, 2011, by and among Smith &
Wesson Holding Corporation, a Nevada corporation with headquarters located at 2100 Roosevelt
Avenue, Springfield, Massachusetts 01104 (the “Company”), and the investor listed on the Schedule
of Holders attached hereto (the “Holder”).



     WHEREAS:



     A. The Company and the Holder are executing and delivering this Agreement in reliance upon the
exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as
amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the
Securities and Exchange Commission (the “SEC”) under the Securities Act.



     B. The Holder is, as of the date hereof, the Person (as defined in Section 2(b)) in
whose name the Company’s 4% Convertible Senior Notes Due 2026 (as amended or modified from time to
time, collectively, the “Convertible Notes”), issued pursuant to and by the provisions of an
indenture dated as of December 15, 2006 (the “Indenture”), between the Company and The Bank of New
York Trust Company, N.A., as trustee (the “Trustee”), are registered in the Security Register (as
defined in the Indenture).



     C. The Company has authorized the issuance of 9.5% Senior Notes Due 2016 (as amended or
modified from time to time, collectively, the “New Notes”), which shall be issued pursuant to and
by the provisions of an indenture dated on or about January 14, 2011 (the “New Indenture”), between
the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), in
substantially the form attached hereto as Exhibit A.



     D. The Company and the Holder wish to exchange, upon the terms and conditions stated in this
Agreement, that aggregate principal amount of the Convertible Notes set forth opposite the Holder’s
name in column (3) on the Schedule of Holders for that aggregate principal amount of the New Notes,
in substantially the form attached hereto as Exhibit B, set forth opposite the Holder’s
name in column (4) on the Schedule of Holders.



     NOW, THEREFORE, in consideration of the promises and agreements herein contained, and for
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto, intending to be legally bound, hereby agree as follows:



     1. Exchange of the Convertible Notes for the New Notes.



          (a) Exchange of the Convertible Notes.







          (i) Subject to the satisfaction (or waiver) of the conditions set forth in Sections
5 and 6 below, on the Closing Date (as defined below), the Company shall issue



 









 







to the Holder a principal amount of the New Notes as is set forth opposite the Holder’s
name in column (4) on the Schedule of Holders in exchange for a principal amount of the
Convertible Notes as is set forth opposite the Holder’s name in column (3) on the Schedule
of Holders, and the Holder agrees to exchange and deliver to the Company such Convertible
Notes in exchange for the New Notes (the “Closing”).




          (ii) Closing. The date and time of the Closing (the “Closing Date”) shall be 10:00
a.m., New York City Time, on the date hereof (or such later date or time as is mutually
agreed to by the Company and each Buyer) after notification of satisfaction (or waiver) of
the conditions to the Closing set forth in Sections 5 and 6 below at the
offices of Greenberg Traurig, LLP, MetLife Building, 200 Park Avenue, New York, New York
10166.



          (b) Closing Deliverables. On the Closing Date, (i) the Holder shall deliver or cause to be
delivered to the Company all right, title, and interest in and to the Convertible Notes to be
exchanged by the Holder free and clear of any mortgage, lien, pledge, charge, security interest,
encumbrance, title retention agreement, option, equity, or other adverse claim thereto
(collectively, “Liens”), together with any documents of conveyance or transfer that the Company may
deem necessary or desirable to transfer to and confirm in the Company all right, title, and
interest in and to such Convertible Notes free and clear of any Liens, and (ii) the Company shall
issue and deliver or cause to be delivered to the Holder such Holder’s New Notes (for the account
of the Holder as such Holder shall instruct), duly executed on behalf of the Company and registered
in the name of the Holder or its designee; provided, however, that the parties acknowledge that the
issuance of the Holder’s New Notes to the Holder may be delayed due to procedures and mechanics
within the system of the Depository Trust Company and that such delay will not be a default under
this Agreement so long as (A) the Company is using reasonable best efforts to effect the issuance
of one or more global notes representing the New Notes, (B) such delay is no longer than three
business days, and (C) interest shall accrue on such New Notes from the date of the New Indenture.
Simultaneously with or after the Closing, the Company may issue New Notes to one or more other
holders of outstanding Convertible Notes or to other investors, subject to the terms of the New
Indenture.




     2. Holder’s Representations and Warranties.



          The Holder represents and warrants with respect to only itself as follows:




          (a) Organization. To the extent the Holder is not an individual or natural person, the Holder
is duly and validly existing under the jurisdiction of its organization and is qualified to do
business in the jurisdiction specified below its address on the Schedule of Holders.




          (b) No Public Sale or Distribution. The Holder is acquiring the New Notes and for its own
account and not with a view towards, or for resale in connection with, the public sale or
distribution thereof, except pursuant to sales registered or exempted under the Securities Act;
provided, however, that by making the representations herein, the Holder does not agree to hold any
of the New Notes for any minimum or other specific term and reserves the right to dispose of the
New Notes at any time in accordance with or pursuant to a registration statement






2









 







or an exemption under the Securities Act. The Holder is acquiring the New Notes hereunder in
the ordinary course of its business. The Holder does not presently have any agreement or
understanding, directly or indirectly, with any Person to distribute any of the New Notes. The
Holder understands that no public market exists for the New Notes, and that there is no assurance
that a public market will ever develop for the New Notes. As used in this Agreement, “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization, and a government or any department or agency thereof.




          (c) Accredited Investor Status. The Holder is an “accredited investor” as that term is
defined in Rule 501(a) of Regulation D and a “qualified institutional buyer” within the meaning of
Rule 144A under the Securities Act.




          (d) Acquisition Entirely for Own Account. The Holder is acquiring the New Notes for its own
account and not with a view to, or for sale in connection with any distribution of the New Notes,
but subject, nevertheless, to any requirement of law that the disposition of the Holder’s property
shall at all times be within the Holder’s control. The Holder has no present agreement,
undertaking, arrangement, obligation or commitment providing for the disposition of the New Notes.




          (e) Investment Experience. The Holder understands that the acquisition of the New Notes
involves substantial risk. The Holder has experience as an investor in this type of securities and
acknowledges that the Holder is able to fend for itself, can bear the economic risk of its
investment in the New Notes and has such knowledge and experience in financial or business matters
that the Holder is capable of evaluating the merits and risks of this investment in the New Notes
and protecting its own interests in connection with this investment.




          (f) Reliance on Exemptions. The Holder understands that the New Notes are being offered and
sold to it in reliance on specific exemptions from the registration requirements of United States
federal and state securities laws and that the Company is relying in part upon the truth and
accuracy of, and the Holder’s compliance with, the representations, warranties, agreements,
acknowledgments, and understandings of the Holder set forth herein in order to determine the
availability of such exemptions and the eligibility of the Holder to acquire the New Notes.




          (g) Information. The Holder and its advisors, if any, have been furnished with all materials
relating to the business, finances, and operations of the Company and materials relating to the
offer and exchange of the Convertible Notes for the New Notes that the Holder considers necessary
or appropriate to make an informed investment decision with respect to the exchange of the
Convertible Notes for the New Notes to be acquired by it under this Agreement and that have been
requested by the Holder, and has had the opportunity to review the Company’s filings with the SEC,
including, without limitation, all filings made pursuant to the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). The Holder and its advisors, if any, have been afforded the
opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence
investigations conducted by the Holder or its advisors, if any, or its representatives shall
modify, amend, or affect the Holder’s right to rely on the Company’s representations and warranties
contained herein. The Holder understands that its investment in the New Notes involves a high
degree of risk. The Holder has sought such






3









 







accounting, legal, and tax advice that it has considered necessary to make an informed
investment decision with respect to its exchange of the Convertible Notes for the New Notes.




          (h) Non-Reliance. No offering circular or prospectus will be provided to the Holder or
prepared in connection with the offer and exchange of the Convertible Notes for the New Notes and
the Company and Cowen and Company, LLC will not be providing the Holder with any other material
regarding the Convertible Notes, the New Notes or the Company prepared by the Company or any other
person. The Holder has not relied, and may not rely, on any investigation that the Company or
Cowen and Company, LLC or any person acting on their behalf may conduct or have conducted with
respect to the Convertible Notes, the New Notes or the Company, neither the Company nor Cowen and
Company, LLC or any person acting on their behalf has made any representations to the Holder,
express or implied, with respect thereto and the Holder will make its own investment decision
regarding the offer and exchange of the Convertible Notes for the New Notes based on its own
knowledge (and information it may have or that is publicly available) with respect to the Company,
the Convertible Notes and the New Notes.




          (i) No Governmental Review. The Holder understands that no United States federal or state
agency or any other government or governmental agency has passed on or made any recommendation or
endorsement of the New Notes or the fairness or suitability of the investment in the New Notes nor
have such authorities passed upon or endorsed the merits of the offering of the New Notes.




          (j) Validity; Enforcement. This Agreement has been duly and validly authorized, executed, and
delivered on behalf of the Holder and shall constitute the legal, valid, and binding obligations of
the Holder enforceable against the Holder in accordance with its respective terms, except as such
enforceability may be limited by general principles of equity or to applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation, and other similar laws relating to, or
affecting generally, the enforcement of applicable creditors’ rights and remedies.




          (k) No Conflicts. The execution, delivery, and performance by the Holder of this Agreement
and the consummation by the Holder of the transactions contemplated hereby will not (i) result in a
violation of the organizational documents of the Holder or (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a default) under, or
give to others any rights of termination, amendment, acceleration, or cancellation of, any
agreement, indenture, or instrument to which the Holder is a party, or (iii) result in a violation
of any law, rule, regulation, order, judgment, or decree (including federal and state securities
laws) applicable to the Holder, except in the case of clauses (ii) and (iii) above, for such
conflicts, defaults, rights, or violations which would not, individually or in the aggregate,
reasonably be expected to have a material adverse effect on the ability of the Holder to perform
its obligations hereunder.




          (l) Consents. All consents, approvals, orders and authorizations required on the part of the
Holder in connection with the execution, delivery or performance of this Agreement and the
consummation of the transactions contemplated herein have been obtained and will be effective as of
the Closing Date.







4









 








          (m) Residency. The Holder is a resident of that jurisdiction specified below its address on
the Schedule of Holders.




          (n) Certain Trading Activities. The Holder has not directly or indirectly engaged in any
purchase, sale, or Short Sales (as defined below) involving the Company’s securities since the time
that the Holder was first contacted by Cowen and Company, LLC with respect to the transactions
contemplated hereby. “Short Sales” means all “short sales” as defined in Rule 200 promulgated
under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges,
forward sales contracts, puts, options, calls, short sales, swaps and similar arrangements
(including on a total return basis), and sales and other transactions through non-U.S. broker
dealers or foreign brokers. Notwithstanding the foregoing, in the case of a Holder that is a
multi-managed investment vehicle whereby separate portfolio managers manage separate portions of
the Holder’s assets and the portfolio managers have no direct knowledge of the investment decisions
made by the portfolio managers managing other portions of the Holder’s assets, the representation
set forth above shall only apply with respect to the portion of assets managed by the portfolio
manager that had or has knowledge of the transactions contemplated herein.




          (o) Title. The Holder is the sole legal and beneficial owner of the Convertible Notes. The
Holder has sole investment discretion and dispositive power with respect to the Convertible Notes
and full authority to transfer such Convertible Notes. The Holder has good and marketable title to
the Convertible Notes, free and clear of any Liens. The Holder has not, in whole or in part, (i)
assigned, transferred, hypothecated, pledged, exchanged, or otherwise disposed of any of the
Convertible Notes or its rights in the Convertible Notes, or (ii) given any person or entity any
transfer order, power of attorney, or other authority of any nature whatsoever with respect to the
Convertible Notes. Upon the Holder’s delivery of the Convertible Notes to the Company at the
Closing, the Convertible Notes shall be free and clear of all Liens created by the Holder.




     3. Representations and Warranties of the Company.



          The Company hereby represents and warrants to each of the Holders as follows:




          (a) Incorporation. The Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada and is qualified to do business in each jurisdiction
in which the character of its properties or the nature of its business requires such qualification,
except where the failure to so qualify would not reasonably be expected to have a material adverse
effect. The Company has all requisite corporate power and authority to carry on its business as
now conducted.




          (b) Subsidiaries. Each Subsidiary (as defined below) that is a corporation has been duly
incorporated, is validly existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has the corporate power and authority to own its properties and
to conduct its business and is duly registered, qualified and authorized to transact business and
is in good standing in each jurisdiction in which the conduct of its business or the nature of its
properties requires such registration, qualification or authorization, except where such failure






5









 







to so qualify or register would not be reasonably be expected to have a material adverse
effect on the Company.




          (c) Authorization; Enforcement; Validity. The Company has the requisite corporate power and
authority to enter into and perform its obligations under this Agreement, the New Indenture, the
New Notes, and each of the other agreements entered into by the parties hereto in connection with
the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), and to
issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, in
accordance with the terms hereof and thereof. The execution and delivery of the Transaction
Documents by the Company and the consummation by the Company of the transactions contemplated
thereby, including, without limitation, the issuance of the New Notes, have been duly authorized by
the Company’s Board of Directors and (other than the filing with the SEC of a Form D) no further
filing, consent, or authorization is required by the Company, its Board of Directors, or its
stockholders. This Agreement and the other Transaction Documents of even date herewith have been
duly executed and delivered by the Company, and constitute the legal, valid, and binding
obligations of the Company, enforceable against the Company in accordance with their respective
terms, except as such enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation, or similar laws relating to, or
affecting generally, the enforcement of applicable creditors’ rights and remedies.




          (d) Valid Issuance. The New Notes have been duly authorized and, when executed by the Company
and authenticated by the Trustee in accordance with the terms of the New Indenture and delivered to
and acquired by the Holder in accordance with the terms of this Agreement, will constitute the
valid and legally binding obligations of the Company entitled to the benefits provided by the New
Indenture under which such New Notes are to be issued.




          (e) SEC Documents; Financial Statements. During the two years up to and including the date
hereof, the Company has filed all reports, schedules, forms, statements, and other documents
required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act
(all of the foregoing filed prior to the date hereof and all exhibits included therein and
financial statements, notes, and schedules thereto and documents incorporated by reference therein
being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Holder or
its respective representatives true, correct, and complete copies of each of the SEC Documents not
available on the EDGAR system. As of their respective dates, the SEC Documents complied in all
material respects with the requirements of the Exchange Act and the rules and regulations of the
SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the
time they were filed with the SEC, contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. As of their
respective dates, the financial statements of the Company included in the SEC Documents complied as
to form in all material respects with applicable accounting requirements and the published rules
and regulations of the SEC with respect thereto. Such financial statements have been prepared in
accordance with generally accepted accounting principles, consistently applied, during the periods
involved (except (i) as may be otherwise indicated in such financial statements or the notes
thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude
footnotes or may be condensed or






6









 







summary statements) and fairly present in all material respects the financial position of the
Company as of the dates thereof and the results of its operations and cash flows for the periods
then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
No other information provided by or on behalf of the Company to the Holder which is not included in
the SEC Documents, including, without limitation, information referred to in Section 2(d)
of this Agreement, contains any untrue statement of a material fact or omits to state any material
fact necessary in order to make the statements therein, in the light of the circumstance under
which they are or were made, not misleading.




          (f) Disclosure. The Company confirms that neither it nor any other Person acting on its
behalf has provided the Holder or its agents or counsel with any information that constitutes or
could reasonably be expected to constitute material, nonpublic information, other than the
information to be included in the 8-K Filing (as defined in Section 4(b)) or covered by a
non-disclosure agreement. The Company understands and confirms that the Holder will rely on the
foregoing representations in effecting transactions in securities of the Company. All disclosure
provided to the Holder regarding the Company and its “Subsidiaries” (which for purposes of this
Agreement means any joint venture or entity in which the Company, directly or indirectly, owns
capital stock or holds an equity or similar interest of 50% or more), their business, and the
transactions contemplated hereby furnished by or on behalf of the Company is true and correct in
all material respects and does not contain any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements made therein, in the light of the
circumstances under which they were made, not misleading. No event or circumstance has occurred
with respect to the Company or any of its Subsidiaries or either of their respective businesses,
properties, prospects, operations, or financial conditions, which, under applicable law, rule, or
regulation, requires public disclosure or announcement by the Company but which has not been so
publicly announced or disclosed.




          (g) No Conflict. The execution and delivery of this Agreement by the Company and the
consummation of the transactions contemplated hereby 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 a loss of a material
benefit under (i) any provision of the Certificate of Incorporation or By-laws of the Company or
(ii) any agreement or instrument, permit, franchise, license, judgment, order, statute, law,
ordinance, rule or regulations, applicable to the Company or its properties or assets, except, in
the case of clause (ii), as would not, individually or in the aggregate, be reasonably expected to
have a material adverse effect.




     4. Covenants.



          (a) Best Efforts. Each party shall use its best efforts to satisfy each of the conditions to
be satisfied by it as provided in Sections 5 and 6 of this Agreement.




          (b) Further Assurances. Each party agrees to cooperate with each other and their respective
officers, employees, attorneys, accountants and other agents, and, generally, do such other acts
and things in good faith as may be reasonable or appropriate to timely effectuate the intents and
purposes of this Agreement and the consummation of the transactions contemplated hereby, including,
but not limited to, taking any action to facilitate the filing any






7









 







document or the taking of any action to assist the other parties hereto in complying with the
terms of Section 4 hereof.




          (c) Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New
York City Time, on the first business day following the date of this Agreement, the Company shall
file a Current Report on Form 8-K describing the terms of the transactions contemplated by the
Transaction Documents and attaching the material Transaction Documents (including, without
limitation, this Agreement, the New Indenture, and the form of the New Notes) as exhibits to such
filing (including all exhibits, the “8-K Filing”). From and after the filing of the 8-K Filing
with the SEC, no Holder shall be in possession of any material, nonpublic information received from
the Company, any of its Subsidiaries, or any of its respective officers, directors, employees, or
agents, that is not disclosed in the 8-K Filing or covered by a non-disclosure agreement. The
Company shall not, and shall cause each of its Subsidiaries and its and each of their respective
officers, directors, employees, and agents, not to, provide the Holder with any material, nonpublic
information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K
Filing with the SEC without the express written consent of the Holder. In the event of a breach of
the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective
officers, directors, employees, and agents, in addition to any other remedy provided herein or in
the Transaction Documents, the Holder shall have the right to make a public disclosure, in the form
of a press release, public advertisement, or otherwise, of such material, nonpublic information
without the prior approval by the Company, its Subsidiaries, or any of its or their respective
officers, directors, employees, or agents. No Holder shall have any liability to the Company, its
Subsidiaries, or any of its or their respective officers, directors, employees, stockholders, or
agents for any such disclosure. Subject to the foregoing, neither the Company nor the Holder shall
issue any press releases or any other public statements with respect to the transactions
contemplated hereby; provided, however, that the Company shall be entitled, without the prior
approval of the Holder, to make any press release or other public disclosure with respect to such
transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and
(ii) as is required by applicable law and regulations (provided that in the case of clause (i) the
Holder shall be consulted by the Company in connection with any such press release or other public
disclosure prior to its release). Without the prior written consent of the Holder, neither the
Company nor any of its Subsidiaries or affiliates shall disclose the name of the Holder in any
filing, announcement, release, or otherwise, unless such disclosure is required by law, regulation,
or The NASDAQ Global Select Market.




     5. Conditions to the Company’s Obligation to Exchange.



          The obligation of the Company hereunder to issue the New Notes to the Holder and exchange such
New Notes for the Convertible Notes at the Closing is subject to the satisfaction, at or before the
Closing Date, of each of the following conditions, provided that these conditions are for the
Company’s sole benefit and may be waived by the Company at any time in its sole discretion by
providing the Holder with prior written notice thereof:





          (a) The Holder shall have executed each of the Transaction Documents to which it is a
party and delivered the same to the Company.



8









 






          (b) The Holder shall have delivered to the Company the Convertible Notes that the
Holder wishes to exchange for the New Notes.




          (c) The representations and warranties of the Holder shall be true and correct in all
material respects as of the date when made and as of the Closing Date as though made at that
time (except for representations and warranties that speak as of a specific date), and the
Holder shall have performed, satisfied, and complied in all material respects with the
covenants, agreements, and conditions required by this Agreement to be performed, satisfied,
or complied with by the Holder at or prior to the Closing Date.



     6. Conditions to the Buyer’s Obligation to Exchange.



          The obligation of the Holder hereunder to exchange the Convertible Notes for the New Notes at
the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following
conditions, provided that these conditions are for the Holder’s sole benefit and may be waived by
the Holder at any time in its sole discretion by providing the Company with prior written notice
thereof:





          (a) The Company shall have executed and delivered to the Holder (i) each of the
Transaction Documents and (ii) the New Notes (for the account of the Holder as such Holder
shall instruct) being exchanged for the Convertible Notes of the Holder at the Closing
pursuant to this Agreement.




          (b) The representations and warranties of the Company shall be true and correct in all
material respects (except for those representations and warranties that are qualified by
materiality, which shall be true and correct in all respects) as of the date when made and
as of the Closing Date as though made at that time (except for representations and
warranties that speak as of a specific date, which shall be true and correct as of such
specified date) and the Company shall have performed, satisfied, and complied in all
respects with the covenants, agreements, and conditions required by the Transaction
Documents to be performed, satisfied, or complied with by the Company at or prior to the
Closing Date.




          (c) The Company shall have delivered to the Holder such other documents relating to the
transactions contemplated by this Agreement as the Holder or its counsel may reasonably
request.



     7. Termination.



          In the event that the Closing shall not have occurred with respect to the Holder on or before
five business days from the date hereof due to the Company’s or the Holder’s failure to satisfy the
conditions set forth in Sections 5 and 6 above (and the nonbreaching party’s
failure to waive such unsatisfied condition(s)), the nonbreaching party shall have the option to
terminate this Agreement with respect to such breaching party at the close of business on such date
without liability of any party to any other party.







9









 








     8. Miscellaneous.



          (a) Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction,
validity, enforcement, and interpretation of this Agreement shall be governed by the internal laws
of the State of New York, without giving effect to any choice of law or conflict of law provision
or rule (whether of the State of New York or any other jurisdictions) that would cause the
application of the laws of any jurisdictions other than the State of New York. Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The
City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed herein, and hereby
irrevocably waives, and agrees not to assert in any suit, action, or proceeding, any claim that it
is not personally subject to the jurisdiction of any such court, that such suit, action, or
proceeding is brought in an inconvenient forum or that the venue of such suit, action, or
proceeding is improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action, or proceeding by mailing a copy thereof
to such party at the address for such notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any manner
permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR
ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.




          (b) Counterparts. This Agreement may be executed in two or more identical counterparts, all
of which shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party; provided that a
facsimile signature shall be considered due execution and shall be binding upon the signatory
thereto with the same force and effect as if the signature were an original, not a facsimile
signature.




          (c) Headings. The headings of this Agreement are for convenience of reference and shall not
form part of, or affect the interpretation of, this Agreement.




          (d) Severability. If any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability
of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any
provision of this Agreement in any other jurisdiction.




          (e) Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written
agreements between the Holder, the Company, their affiliates, and Persons acting on their behalf
with respect to the matters discussed herein, and this Agreement and the instruments referenced
herein contain the entire understanding of the parties with respect to the matters covered herein
and therein and, except as specifically set forth herein or therein, neither the Company nor the
Holder makes any representation, warranty, covenant, or undertaking with respect to such matters.
No provision of this Agreement may be amended other than by an instrument in writing signed by the
Company and the holders of at least a majority of the






10









 







aggregate principal amount of the New Notes issued and issuable hereunder, and any amendment
to this Agreement made in conformity with the provisions of this Section 8(e) shall be
binding on the Holder and holders of the New Notes, as applicable. No provision hereof may be
waived other than by an instrument in writing signed by the party against whom enforcement is
sought. No such amendment shall be effective to the extent that it applies to less than all of the
holders of the New Notes. No consideration shall be offered or paid to any Person to amend or
consent to a waiver or modification of any provision of any of the Transaction Documents unless the
same consideration also is offered to all of the parties to the Transaction Documents or holders of
the New Notes, as the case may be. The Company has not, directly or indirectly, made any
agreements with the Holder relating to the terms or conditions of the transactions contemplated by
the Transaction Documents except as set forth in the Transaction Documents.




          (f) Notices. Any notices, consents, waivers, or other communications required or permitted to
be given under the terms of this Agreement must be in writing and will be deemed to have been
delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
(provided confirmation of transmission is mechanically or electronically generated and kept on file
by the sending party); or (iii) one business day after deposit with an overnight courier service,
in each case properly addressed to the party to receive the same. The addresses and facsimile
numbers for such communications shall be:



If to the Company:



Smith & Wesson Holding Corporation

2100 Roosevelt Avenue

Springfield, Massachusetts 01104

Telephone: (413) 747-3305

Facsimile: (413) 739-8528

Attention: Michael F. Golden



Copy to:



Greenberg Traurig, LLP

2375 East Camelback Rd., Ste. 700

Phoenix, AZ 85016

Telephone: (602) 445-8302

Facsimile: (602) 445-8100

Attention: Robert S. Kant, Esq.



If to the Transfer Agent:



Interwest Transfer Co., Inc.

1981 East Murray Holladay Road

Suite 100

P.O. Box 17136

Salt Lake City, Utah 84117

Telephone: (801) 272-9294 x15

Facsimile: (801) 277-3147









11









 










If to the Holder, to its address and facsimile number set forth on the Schedule of Holders, with
copies to the Holder’s representatives as set forth on the Schedule of Holders, or to such other
address and/or facsimile number and/or to the attention of such other Person as the recipient party
has specified by written notice given to each other party five days prior to the effectiveness of
such change. Written confirmation of receipt (A) given by the recipient of such notice, consent,
waiver, or other communication, (B) mechanically or electronically generated by the sender’s
facsimile machine containing the time, date, recipient facsimile number, and an image of the first
page of such transmission, or (C) provided by an overnight courier service shall be rebuttable
evidence of personal service, receipt by facsimile or receipt from an overnight courier service in
accordance with clause (i), (ii), or (iii) above, respectively.




          (g) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, except that no party may assign
this Agreement or any rights or obligations hereunder without the prior written consent of the
other parties hereto; provided, however, that the Company may assign this Agreement or any rights
or obligations hereunder with the prior written consent of the holders of at least a majority of
the aggregate principal amount of the New Notes issued and issuable hereunder.




          (h) No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties
hereto and their respective permitted successors and assigns, and is not for the benefit of, nor
may any provision hereof be enforced by, any other Person.




          (i) Survival. Unless this Agreement is terminated under Section 7, the
representations and warranties of the Company and the Holder contained in Sections 2 and
3 and the agreements and covenants set forth in Sections 4 and 8 shall
survive the Closing and delivery and exercise of the New Notes, as applicable. The Holder shall be
responsible only for its own representations, warranties, agreements, and covenants hereunder.




          (j) Further Assurances. Each party shall do and perform, or cause to be done and performed,
all such further acts and things, and shall execute and deliver all such other agreements,
certificates, instruments, and documents, as any other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.




          (k) No Strict Construction. The language used in this Agreement will be deemed to be the
language chosen by the parties to express their mutual intent, and no rules of strict construction
will be applied against any party.




          (l) Remedies. The Holder shall have all rights and remedies set forth in the Transaction
Documents and all rights and remedies which the Holder has been granted at any time under any other
agreement or contract and all of the rights which the Holder has under any law. Any Person having
any rights under any provision of this Agreement shall be entitled to enforce such rights
specifically (without posting a bond or other security), to recover damages by reason of any breach
of any provision of this Agreement and to exercise all other rights granted by law. Furthermore,
the Company recognizes that in the event that it fails to perform, observe, or discharge any or all
of its obligations under the Transaction Documents, any remedy at law






12









 







may prove to be inadequate relief to the Holder. The Company therefore agrees that the Holder
shall be entitled to seek temporary and permanent injunctive relief in any such case without the
necessity of proving actual damages and without posting a bond or other security.




[Signature Page Follows]




13









 





     IN WITNESS WHEREOF, the Holder and the Company have caused their respective signature page to
this Exchange Agreement to be duly executed as of the date first written above.



	 	 	 	 	 
	 	COMPANY:



SMITH & WESSON HOLDING CORPORATION

 	 
	 	By:  	/s/ Michael F. Golden
 	 
	 	 	Name:  	Michael F. Golden 	 
	 	 	Title:  	President & CEO 	 



[Signature Page to Exchange Agreement]







 









 









     IN WITNESS WHEREOF, the Holder and the Company have caused their respective signature page to
this Exchange Agreement to be duly executed as of the date first written above.



	 	 	 	 	 	 	 	 	 

	 	 	HOLDER:	 	The Osterweis Strategic Income Fund	 	 
	 

	 	 	 	 	 	The Osterweis Strategic Investment Fund	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Carl Kaufman
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Carl Kaufman	 	 
	 

	 	 	 	Title:
	 	VP, Portfolio Manager	 	 






[Signature Page to Exchange Agreement]