exv10w57xcy






Exhibit 10.57(c)




SMITH & WESSON HOLDING CORPORATION

AND

CERTAIN AFFILIATED ENTITIES




AMENDMENT NO. 3 AND JOINDER TO CREDIT AGREEMENT 




     This Amendment No. 3 and Joinder to Credit Agreement (this “Amendment No. 3”) dated as
of July 20, 2009 (the “Amendment Date”), is among Smith & Wesson Holding Corporation, a
Nevada corporation (“Holdings”), Smith & Wesson Corp., a Delaware corporation (“S&W
Corp.”), Thompson/Center Arms Company, Inc., a New Hampshire corporation (“TCAC” and,
together with Holdings and S&W Corp., the “Initial Borrowers”), Thompson Center Holding
Corporation, a Delaware corporation (“TCHC”), Fox Ridge Outfitters, Inc., a New Hampshire
corporation (“Fox Ridge”), Bear Lake Holdings, Inc., a Delaware corporation (“Bear
Lake”), K.W. Thompson Tool Company, Inc., a New Hampshire corporation (“K.W.
Thompson”), O.L. Development, Inc., a New Hampshire corporation (“O.L. Development”),
and Universal Safety Response, Inc. (formerly known as SWAC-USR II, Inc.), a Delaware corporation,
successor by merger to Universal Safety Response, Inc., a New York corporation, successor by merger
to SWAC USR-I, Inc., a Delaware corporation (the “New Subsidiary” and, together with the
Initial Borrowers, the “Borrowers” and each individually, a “Borrower”, and the
Borrowers, together with TCHC, Fox Ridge, Bear Lake, K.W. Thompson and O.L. Development, the
“Loan Parties” and each individually a “Loan Party”), the Lenders (as defined
below), and TD Bank, N.A., a national banking association (“TD Bank”), in its capacity as
administrative agent (in such capacity, the “Administrative Agent”) for itself and the
other lenders party to the Credit Agreement (as defined below) from time to time (the
“Lenders”).



RECITALS:




     WHEREAS, the Initial Borrowers have entered into that certain Credit Agreement dated as of
November 30, 2007 with the Lenders and the Administrative Agent, as amended by that certain
Amendment No. 1 to Credit Agreement and Assignment and Acceptance of Collateral Documents dated as
of October 31, 2008 and that certain Amendment No. 2 to Credit Agreement dated as of March 12, 2009
(as so amended and as it may be further amended from time to time, the “Credit Agreement”);



     WHEREAS, Holdings has informed the Agent and the Lenders that Holdings has entered into an
Agreement and Plan of Merger dated as of June 18, 2009 (the “Purchase Agreement”) among
Holdings, SWAC-USR I, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings
(“SWAC I”), the New Subsidiary, Universal Safety Response, Inc., a New York corporation
(“Predecessor USR”), and William C. Cohen, Jr., as Stockholders’ Representative (the
“Stockholders’ Representative”), pursuant to which Holdings shall acquire Predecessor USR,
for a purchase price in the amount of $52,500,000
payable in cash and common stock of



 









 







Holdings (the
“Purchase Price”), which acquisition shall be effected through the following transactions
(collectively, the “USR Acquisition”): (a) SWAC I shall merge with and into Predecessor
USR in a transaction whereby Predecessor USR shall continue as the surviving corporation and a
wholly-owned subsidiary of Holdings and the separate existence of SWAC I shall cease (the
“Initial Merger”) and (b) immediately after the consummation of the Initial Merger,
Predecessor USR shall merge with and into the New Subsidiary in a transaction whereby the New
Subsidiary shall continue as the surviving corporation and a wholly-owned subsidiary of Holdings
and the separate existence of Predecessor USR shall cease (the “Subsequent Merger” and,
together with the Initial Merger, the “Mergers”);



     WHEREAS, Holdings has informed the Administrative Agent and the Lenders that the USR
Acquisition constitutes a Permitted Acquisition under and as defined in the Credit Agreement;



     WHEREAS, pursuant to Section 6.13 of the Credit Agreement, Holdings is required to cause the
New Subsidiary to guaranty the obligations of the the Initial Borrowers under the Loan Documents
and, concurrently herewith, the New Subsidiary is executing and delivering certain joinders to the
Loan Documents as more particularly set forth in Section 6.3 below pursuant to which it will
guaranty such obligations, but the New Subsidiary also wishes to become a party to the Credit
Agreement as an additional “Borrower” thereunder with respect to the revolving credit facility
thereunder;



     WHEREAS, in connection with the execution and delivery of the Credit Agreement, the Initial
Borrowers entered into a post-closing letter dated as of November 30, 2007 among the Initial
Borrowers and the Administrative Agent (the “Post-Closing Letter”) and, pursuant to Section
4 of the Post-Closing Letter, the Initial Borrowers agreed to cause the dissolution and liquidation
of Smith & Wesson Firearms Training Centre GmbH (the “German Subsidiary”) on or before
November 30, 2008;



     WHEREAS, the Initial Borrowers have failed to cause the dissolution and liquidation of the
German Subsidiary and, pursuant to the Post-Closing Letter, such failure, at the option of the
Administrative Agent, could constitute an Event of Default under the Credit Agreement (the
“Potential Event of Default”);



     WHEREAS, the Administrative Agent has not yet declared the Potential Event of Default as an
Event of Default;



     WHEREAS, the Borrowers have requested that the Administrative Agent and the Lenders waive the
requirement under the Post-Closing Letter that the Borrowers cause the dissolution and liquidation
of the German Subsidiary, and the Administrative Agent and the Lenders have agreed to do so,
subject to the terms and conditions set forth herein;



     WHEREAS, the Loan Parties, the Administrative Agent and the Lenders wish to enter into this
Amendment No. 3 to add the New Subsidiary as a party to the Credit Agreement as an additional
Borrower thereunder, to amend certain provisions of the Credit Agreement to reflect the
consummation of the USR Acquisition and such addition of the New Subsidiary as a party to



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the
Credit Agreement and to grant the waivers referred to in the immediately preceding recital, all as
more particularly set forth herein;



     NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as follows:



     1. Recitals. The foregoing recitals are hereby incorporated by reference herein.



     2. Definitions. Terms defined in the Credit Agreement and not otherwise defined
herein shall have the meanings given to such terms in the Credit Agreement.



     3. Joinder of New Subsidiary. By executing this Amendment No. 3, the New Subsidiary
hereby becomes a party to the Credit Agreement as a “Borrower” with the same force and effect as if
originally named therein as a “Borrower” and, without limiting the generality of the foregoing,
hereby expressly agrees to be bound by all of the terms and provisions of the Credit Agreement and
to pay and perform all obligations and liabilities of a Borrower under the Credit Agreement. In
furtherance of the foregoing, the New Subsidiary and each of the other Borrowers hereby acknowledge
and agree that the obligations of the New Subsidiary and the other Borrowers under the Credit
Agreement are joint and several. The New Subsidiary hereby represents and warrants that (a) it has
received a complete copy of the Credit Agreement and each of the other Loan Documents, (b) it has
fully reviewed each and every provision of the Credit Agreement and each of the other Loan
Documents and discussed the same with legal counsel selected by the New Subsidiary and (c) each of
the representations and warranties contained in Article V of the Credit Agreement made by each
Borrower are true and correct on and as of the date hereof as to the New Subsidiary. Each Loan
Party hereby acknowledges and agrees that from and after the date hereof all references in the
Credit Agreement, the Guaranty and each of the other Loan Documents to the “Borrowers” shall be
deemed to include the New Subsidiary.



     4. Amendments to Credit Agreement. The parties hereto hereby agree that, effective on
the Amendment Date, the Credit Agreement is hereby amended as follows:



          4.1 The preamble to the Credit Agreement is hereby amended by deleting the parenthetical set
forth on the fifth and sixth lines of the preamble which reads “(Holdings, S&W Corp. and TCAC are,
individually, “Borrower” and, collectively, “Borrowers”)” and replacing it with the
following: “(Holdings, S&W Corp. and TCAC are, individually, an “Initial Borrower” and,
collectively, the “Initial Borrowers”).



          4.2 Section 1.01 of the Credit Agreement is hereby amended by deleting the definitions of
“Borrower(s)”, “Guaranty”, “Holdings/S&W Corp. Guaranty”, “Holdings/TCAC Guaranty” and “Operating
Company” in their entirety and substituting the following therefor:



          “Borrower(s)” means (a) from the Effective Date to but not including the Third
Amendment Date, the Initial Borrowers and (b) from and after the Third Amendment Date, the Initial
Borrowers and USR.



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          “Guaranty” means, as the context requires, each and all of (a) the Subsidiary
Guaranty, the Holdings/TCAC Guaranty, the Holdings/S&W Corp. Guaranty and the Operating Companies
Guaranty, each of even date herewith, and (b) the Holdings/S&W Corp./TCAC Guaranty dated as of the
Third Amendment Date, in each case, as the same may be amended, restated or modified from time to
time.



          “Holdings/S&W Corp. Guaranty” means the Guaranty by Holdings, S&W Corp., and any other
entity (including without limitation, USR) becoming a party thereto as an additional guarantor from
time to time in favor of the Administrative Agent on behalf of the Secured Parties, substantially
in the form of Exhibit H-1.



          “Holdings/TCAC Guaranty” means the Guaranty made by Holdings, TCAC and any other
entity (including without limitation, USR) becoming a party thereto as an additional guarantor from
time to time in favor of the Administrative Agent on behalf of the Secured Parties, substantially
in the form of Exhibit H-2.



          “Operating Company” means S&W Corp., TCAC and USR and/or any other Loan Party now or
hereafter designated by the Administrative Agent as an Operating Company.”



          4.3 Section 1.01 is hereby further amended by inserting the following new definitions therein
in appropriate alphabetical order:



          “Holdings/S&W Corp./TCAC Guaranty” means the Guaranty made by Holdings, S&W Corp.,
TCAC and any other entity becoming a party thereto as an additional guarantor from time to time in
favor the Administrative Agent on behalf of the Secured Parties, substantially in the form of
Exhibit H-3.



          “Third Amendment” means Amendment No. 3 and Joinder to Credit Agreement dated as of
the Third Amendment Date among the Loan Parties, the Lenders and the Administrative Agent.



          “Third Amendment Date” means July 20, 2009.



          “USR” means Universal Safety Reponse, Inc. (formerly known as SWAC-USR II, Inc.), a
Delaware corporation, successor by merger to Universal Safety Response, Inc., a New York
corporation, successor by merger to SWAC-USR I, Inc., a Delaware corporation.



          4.4 Section 7.03(a) of the Credit Agreement is hereby amended by (a) deleting the word “and”
set forth at the end of clause (ii) thereof and (b) inserting the following therein as new clause
(iv) immediately after clause (iii) thereof and immediately prior to the proviso set forth in
Section 7.03(a):



          “and (iv) any Loan Party or Subsidiary may merge with another Person in connection with a
Permitted Acquisition so long as such Loan Party is the surviving entity in any such merger
involving a Loan Party”



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          4.5 Section 7.04(a) of the Credit Agreement is hereby amended by deleting such Section 7.04(a)
in its entirety and substituting the following therefor:



          “(a) Permitted Investments, provided that, in the case of investments described in
clauses (a) through (e) of the definition of Permitted Investments, such investments shall be
subject to control agreements in favor of the Administrative Agent or otherwise subject to a
perfected security interest in favor of the Administrative Agent;”



          4.6 The Schedules to the Credit Agreement are hereby amended by deleting such Schedules in
their entirety and replacing them with the updated Schedules attached hereto.



          4.7 The Exhibits to the Credit Agreement are hereby amended by deleting Exhibit D
(Form of Borrowing Base Certificate) to the Credit Agreement in its entirety and replacing it with
Exhibit D attached hereto.



     5. Representations and Warranties. Each of the Loan Parties, by its execution hereof,
jointly and severally represents and warrants as follows:



          5.1. Legal Existence; Organization. Each Loan Party is duly organized and validly
existing and in good standing under the laws of the jurisdiction of its organization and under the
laws of each other jurisdiction in which it is qualified to do business, with all power and
authority (corporate or otherwise) necessary (a)  to enter into this Amendment No. 3 and the
documents executed in connection herewith and to perform all of its obligations hereunder and
thereunder and (b) to own its properties and carry on the business now conducted or proposed to be
conducted by it. Each of Holdings, SWAC I and the New Subsidiary has all power and authority
(corporate or otherwise) necessary to enter into the USR Purchase Agreement and all documents and
agreements entered into in connection therewith (collectively, the “USR Purchase
Documents”), to perform all of its obligations thereunder and to consummate the USR Acquisition
in accordance with the terms thereof.



          5.2. Enforceability. Each Loan Party has taken all action (corporate or otherwise)
required to make the provisions of this Amendment No. 3 and the documents executed in connection
herewith valid and enforceable obligations of such Loan Party, as they purport to be. Each Loan
Party has duly authorized, executed and delivered this Amendment No. 3 and the documents executed
in connection herewith. This Amendment No. 3 and each document executed in connection herewith is
the legal, valid and binding obligations of such Loan Party and each is enforceable against such
Loan Party in accordance with its terms. Each of Holdings, SWAC I and the New Subsidiary has taken
all action (corporate or otherwise) required to make the provisions of the USR Purchase Documents
valid and enforceable obligations of Holdings, SWAC I and the New Subsidiary, as they purport to
be. Each of Holdings, SWAC I and the New Subsidiary has duly authorized, executed and delivered
each USR Purchase Document to which it is a party. Each USR Purchase Document is the legal, valid
and binding obligation of each of Holdings, SWAC I and the New Subsidiary, and each is enforceable
against each of Holdings, SWAC I and the New Subsidiary in accordance with its terms, in each case,
to the extent it is a party thereto.



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          5.3. No Legal Obstacle to Agreements. Neither the execution, delivery or performance
by any Loan Party of this Amendment No. 3 or any document executed in connection herewith nor the
execution, delivery or performance by Holdings, SWAC I or the New Subsidiary of the USR Purchase
Documents, nor the consummation of any other transaction referred to or contemplated by this
Amendment No. 3, any document executed in connection herewith or the USR Purchase Documents, nor
the fulfillment of the terms hereof or thereof, has constituted or resulted in or will constitute
or result in:




          5.3.1 any breach or termination of any agreement, instrument, deed or lease to which
such Loan Party or SWAC I is a party or by which such Loan Party or SWAC I is bound, or of
the charter, by-laws or other organizational documents, as applicable, of such Loan Party or
SWAC I;




          5.3.2 the violation of any law, judgment, decree or governmental order, rule or
regulation applicable to such Loan Party or SWAC I;




          5.3.3 the creation under any agreement, instrument, deed or lease of any Lien (other
than Liens on the Collateral which secure the Obligations) upon any of the assets of such
Loan Party or SWAC I; or




          5.3.4 any redemption, retirement or other repurchase obligation of such Loan Party or
SWAC I under any charter, by-law, organizational document, agreement, instrument, deed or
lease to which such Loan Party or SWAC I is a party.




Except such as have been obtained and are in full force and effect, no approval,
authorization or other action by, or declaration to or filing with, any governmental or
administrative authority or any other Person is required to be obtained or made by any Loan
Party or SWAC I in connection with the execution, delivery and performance by such Loan
Party of this Amendment No. 3 or any document executed in connection herewith or the
consummation of the transactions contemplated hereby or thereby or the execution, delivery
and performance by such Loan Party or SWAC I of the USR Purchase Documents or any
transaction contemplated thereby.



          5.4. Defaults. No Default exists or, immediately after giving effect to this
Amendment No. 3 and the consummation of the USR Acquisition, will exist.



          5.5. Incorporation of Representations and Warranties. The representations and
warranties set forth in Article V of the Credit Agreement and in Section 10 of the Holdings/TCAC
Guaranty, Section 10 of the Holdings/S&W Corp. Guaranty, Section 10 of the Operating Companies
Guaranty and Section 10 of the Subsidiary Guaranty are each true and correct in all material
respects on the date hereof as if originally made on and as of the date hereof, except (a) to the
extent that such representations and warranties expressly relate to an earlier date, in which case,
such representations and warranties shall be true and correct as of such earlier date,
provided that all representations and warranties set forth in Article V with respect to the
Schedules shall be true and correct as of the date hereof with reference to the updated Schedules
delivered herewith and (b) for purposes of this Section 5.5, all references in



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Article V of the
Credit Agreement to the “Loan Parties” shall be deemed to include the New Subsidiary.



          5.6 Permitted Acquisition. The USR Acquisition constitutes a “Permitted Acquisition”
under and as defined in the Credit Agreement.



     6. Conditions. The effectiveness of this Amendment No. 3 shall be subject to and
shall occur upon the satisfaction of the following conditions:



          6.1 Corporate Matters. The Administrative Agent shall have received such documents
and certificates as the Administrative Agent may reasonably request relating to the due
organization, valid existence and good standing of the New Subsidiary (other than the foreign
qualification certificates of the New Subsidiary to be delivered in accordance with Section 11
below), the other Borrowers and SWAC I, the authorization of this Amendment No. 3, the USR Purchase
Documents and any and all other documents, instruments and agreements contemplated hereby or
thereby or executed and delivered in connection herewith or therewith, and any other legal matters
relating to the Loan Parties, this Amendment No. 3, the other Loan Documents or the USR
Acquisition, all in form and substance reasonably satisfactory to the Administrative Agent and its
counsel.



          6.2 Consummation of this Amendment No. 3. The Administrative Agent shall have
received this Amendment No. 3 fully executed by the parties hereto.



          6.3 Joinders and Other Amendments. The Administrative Agent shall have received (i) a
Second Amended and Restated Revolving Line of Credit Note in the form of Exhibit A-1
annexed hereto, duly executed by the Borrowers, (ii) a Joinder Agreement with respect to the
Holdings/S&W Corp. Guaranty in the form of Exhibit A-2 annexed hereto, duly executed by the
New Subsidiary, pursuant to which the New Subsidiary shall become a party to the Holdings/S&W Corp.
Guaranty as an additional guarantor thereunder, (iii) a Joinder Agreement with respect to the
Holdings/TCAC Guaranty in the form of Exhibit A-3 annexed hereto, duly executed by the New
Subsidiary, pursuant to which the New Subsidiary shall become a party to the Holdings/TCAC Guaranty
as an additional guarantor thereunder, (iv) a Joinder Agreement with respect to the Operating
Companies Guaranty in the form of Exhibit A-4 annexed hereto, duly executed by the New
Subsidiary, pursuant to which the New Subsidiary shall become a party to the Operating Companies
Guaranty as an additional guarantor thereunder, (v) a Joinder Agreement with respect to the Pledge
and Security Agreement in the form of Exhibit A-5 annexed hereto, duly executed by the New
Subsidiary, pursuant to which the New Subsidiary shall become party to the Pledge and Security
Agreement as an additional pledgor thereunder, (vi) a Joinder Agreement with respect to Hazardous
Materials Indemnity Agreement in the form of Exhibit A-6 annexed hereto, duly executed by
the New Subsidiary, pursuant to which the New Subsidiary shall become a party to the Hazardous
Materials Indemnity Agreement as an additional Indemnitor thereunder and (vii) the Holding/S&W
Corp./TCAC Guaranty in the form of Exhibit H-3 annexed hereto, duly executed by each of
Holdings, S&W Corp. and TCAC, pursuant to which each such party shall guaranty the obligations of
the New Subsidiary as a co-borrower under the Credit Agreement.



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          6.4 Schedules. The Administrative Agent shall have received revised Schedules to the
Credit Agreement which Schedules shall be attached hereto. Such Schedules shall be deemed to be
incorporated into the Credit Agreement as of the date hereof and each reference in the Credit
Agreement to any such Schedule shall be deemed to refer to such Schedule attached hereto on and
after the date hereof.



          6.5 Security Interests in Personal and Mixed Property. The Administrative Agent shall
have received evidence satisfactory to it that the Loan Parties shall have taken or caused to be
taken all such actions, executed and delivered or caused to be executed and delivered all such
agreements, documents and instruments (other than the stock certificates of the New Subsidiary
which are to be delivered in accordance with Section 11 below), and made or caused to be made all
such filings and recordings that may be necessary or, in the opinion of the Administrative Agent,
desirable in order to create in favor of the Administrative Agent, for the benefit of the Lenders,
a valid and (upon such filing and recording) perfected first priority security interest in the
entire personal and mixed property Collateral of the New Subsidiary.



          6.6 Leases; Collateral Access Agreements. In the case of each leased premises where
any Collateral of the New Subsidiary is located, the Administrative Agent shall have received a
copy of the lease (and all amendments thereto) between the New Subsidiary and the landlord or
bailee party thereto and, to the extent requested by the Administrative Agent, a Collateral Access
Agreement with respect thereto duly executed by such landlord or bailee.



          6.7 Necessary Governmental Authorizations and Consents. The Loan Parties shall have
obtained all permits, licenses, authorizations or consents from all Governmental Authorities and
all consents of other Persons with respect to Indebtedness, Liens and agreements listed on
Schedule 5.14 (and so identified thereon) annexed hereto, in each case that are necessary
or advisable in connection with the USR Acquisition and the other transactions contemplated by this
Amendment No. 3, and each of the foregoing shall be in full force and effect, in each case other
than those the failure to obtain or maintain which, either individually or in the aggregate, would
not reasonably be expected to have a Material Adverse Effect. All applicable waiting periods in
connection with the USR Acquisition shall have expired or been terminated without any action being
taken or threatened by any competent authority which would restrain, prevent or otherwise impose
adverse conditions on the USR Acquisition. No action, request for stay, petition for review or
rehearing, reconsideration or appeal with respect to any of the foregoing shall be pending, and the
time for any applicable Governmental Authority to take action to set aside its consent on its own
motion shall have expired.



          6.8 Consummation of the USR Acquisition.



          (a) All conditions precedent to the consummation of the USR Acquisition, including those set
forth in the USR Purchase Documents, shall have been satisfied or the fulfillment of any such
conditions shall have been waived with the consent of the Administrative Agent;



          (b) the USR Acquisition shall have been consummated in accordance with the terms of the USR
Purchase Documents;



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          (c) the Administrative Agent shall have received copies of the USR Purchase Documents and the
same shall be satisfactory to the Agent and shall be in full force and effect and shall not have
been amended, modified or supplemented except in accordance with the terms hereof;



          (d) the Administrative Agent shall have received evidence that all filings and registrations
required to be made with the Governmental Authorities in connection with the consummation of the
USR Acquisition shall have been submitted and, to the extent applicable, approved, and all waiting
periods expired, and shall be effective; and



          (e) the Administrative Agent shall have received a certificate of an officer of the Borrower
Representative to the effect that the conditions set forth in clauses (a)-(d) above have been
satisfied



          6.9 Existing USR Debt; Liens. The Administrative Agent shall have received evidence
that all principal, interest, and other amounts owing in respect of all outstanding Indebtedness of
Predecessor USR or the New Subsidiary (other than Indebtedness permitted to remain outstanding in
accordance with Section 7.01 of the Credit Agreement, as amended hereby) have been repaid in full.
The Administrative Agent shall have received evidence that, as of the date hereof, neither the
assets and properties of Predecessor USR nor the assets or properties of the New Subsidiary are
subject to any Liens (other than Liens permitted to remain outstanding in accordance with Section
7.02 of the Credit Agreement, as amended hereby).



          6.10 Evidence of Insurance. The Administrative Agent shall have received a
certificate from the Loan Parties’ insurance broker or other evidence satisfactory to it that all
insurance required to be maintained pursuant to Section 6.09 of the Credit Agreement is in full
force and effect and covers each of the Loan Parties, including without limitation, the New
Subsidiary, and that the Administrative Agent on behalf of the Lenders has been named as additional
insured, mortgagee and loss payee thereunder to the extent required under such Section 6.09.



          6.11 Legal Opinions. The Administrative Agent shall have received (a) a favorable
opinion (addressed to the Administrative Agent and the Lenders and dated the date hereof) of
Greenberg Traurig LLP, counsel to the Loan Parties, with respect to the Loan Parties (including
without limitation, the New Subsidiary), this Amendment No. 3, the USR Acquisition and the
documents to be delivered in connection herewith and therewith and covering such other matters as
the Administrative Agent may request, which shall be in form and substance reasonably satisfactory
to the Administrative Agent and its counsel, (b) a favorable written opinion (addressed to
Predecessor USR) of Greenberg Traurig LLP, counsel to Holdings, SWAC I and the New Subsidiary, with
respect to the USR Acquisition, which opinion shall provide that the Administrative Agent and the
Lenders shall be entitled to rely thereon and shall be in form and substance reasonably
satisfactory to the Administrative Agent and its counsel and (c) a favorable opinion (addressed to
Holdings) of Bass, Berry & Sims PLC, counsel to Predecessor USR, with respect to the USR
Acquisition, which opinion shall provide that the Administrative Agent and the Lenders shall be
entitled to rely thereon and shall be in form and substance reasonably satisfactory to the
Administrative Agent and its counsel.



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          6.12 Officer Certificate Regarding Representations and Absence of Defaults. The
Administrative Agent shall have received a certificate, dated the date hereof and signed by a
officer of the Borrower Representative, confirming that both before and after giving effect to the
USR Acquisition, each of the representations in the Loan Documents is true and correct and no
Default or Event of Default exists or would result therefrom.



          6.13 Audited Financial Statements of Predecessor USR. The Administrative Agent shall
have received audited financial statements of Predecessor USR for each of the two most recent
fiscal years, together with interim financial statements of Predecessor USR for the current fiscal
year.



          6.14 Copies of Material Contracts, etc. To the extent requested by the Administrative
Agent, the Administrative Agent shall have received copies of all material contracts, licenses,
permits and governmental approvals of Predecessor USR.



          6.15 Pro Forma Calcuation of Financial Covenants. The Administrative Agent shall have
received a certificate prepared by the Loan Parties demonstrating compliance with the financial
covenants set forth in the Credit Agreement on a pro forma basis after giving effect to the USR
Acquisition, which certificate shall be satisfactory in form and substance to the Administrative
Agent.



          6.16 Other Documents. The Administrative Agent shall have received duly executed
copies of such other certificates, documents, instruments and agreements as the Administrative
Agent shall reasonably request in connection with the transactions contemplated by this Amendment
No. 3 or the USR Purchase Documents, each in form and substance acceptable to the Administrative
Agent.



          6.17 Legal Matters. All legal matters incident to the transactions contemplated
hereby or by the USR Purchase Documents shall be satisfactory to counsel for the Administrative
Agent.



          6.18 Fees and Expenses. The Loan Parties shall have paid all fees and expenses of the
Administrative Agent (including the reasonable fees and expenses of its legal counsel) in
connection with this Amendment No. 3 and the documents executed in connection herewith and the
transactions contemplated herein.



     7. Further Assurances. Each of the Loan Parties will, promptly upon the request of
the Administrative Agent from time to time, execute, acknowledge, deliver, file and record all such
instruments and notices, and take all such other action, as the Administrative Agent deems
necessary or advisable to carry out the intent and purposes of this Amendment No. 3 (and the
attached acknowledgements and consents) and the documents executed in connection therewith.



     8. No Defenses/Release. Each Loan Party warrants and represents to the Administrative
Agent and Lenders that such Loan Party has no claims, counterclaims, offsets or defenses to the
Loan Documents or the Obligations, or if any such Person does have any claims,



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counterclaims,
offsets or defenses to the Loan Documents or the Obligations, the same are hereby waived,
relinquished and released in consideration of the execution and delivery of this Amendment No. 3 by
the Administrative Agent and the Lenders.



     9. General. Except as specifically amended hereby or by any of the amendments
referred to in Section 6.3 above, all of the terms and provisions of the Credit Agreement, the
Guaranty and each of the other Loan Documents and all related documents, shall remain in full force
and effect and are hereby ratified and confirmed. This Amendment No. 3 may be executed in any
number of counterparts, which together shall constitute one instrument, and shall bind and inure to
the benefit of the parties thereto and their respective successors and assigns, including as such
successors and assigns, all holders of any Obligation. Delivery of an executed counterpart of a
signature page of this Amendment No. 3 by telecopy or in PDF format by electronic mail shall be
effective as delivery of a manually executed counterpart of this Amendment No. 3. This Amendment
No. 3 shall be governed by and construed in accordance with the laws of the State of New York,
including, but not limited to, Section 5-1401 of the New York General Obligations Law.



     10. Waiver. The Administrative Agent and the Lenders hereby confirm that the
Administrative Agent and the Lenders have not yet declared the Potential Event of Default to be an
Event of Default. The Administrative Agent and the Lenders hereby waive the requirement under
Section 4 of the Post-Closing Letter that the Borrowers cause the dissolution and liquidation of
the German Subsidiary. The parties acknowledge and agree that the foregoing waiver is limited
solely to Section 4 of the Post-Closing Letter and do not constitute a waiver of any other
presently existing or future Default or Event of Default or a waiver of compliance with any other
provision of the Loan Documents for any other purpose or on any other occasion.



     11 Post-Closing Matters. The Loan Parties hereby agree that (a) no later than August
15, 2009, the Loan Parties shall deliver to the Administrative Agent foreign qualification
certificates as to the New Subsidiary from the Secretary of State of each of Kansas, New York,
North Carolina, Pennsylvania, Tennessee and Texas demonstrating that the New Subsidiary is
qualified to do business in each such state as a foreign corporation, (b) no later than July 31,
2009, the Loan Parties shall deliver to the Administrative Agent certificates (which certificates
shall be accompanied by irrevocable stock powers, undated and duly endorsed in blank and otherwise
reasonably satisfactory in form and substance to the Administrative Agent) representing all capital
stock and other equity interests of the New Subsidiary being pledged under the Security Agreement,
(c) no later than August 15, 2009, the Loan Parties shall deliver to the Administrative Agent
Collateral Access Agreements duly executed by the landlord with respect to each of the following
locations leased by the New Subsidiary: (i) Suite 112 of Aspen Grove Business Center I, 277
Mallory Station Road, Franklin, Tennesse and (ii) Suite 509 of Aspen Grove Business Center, 416
Mary Lindsay Polk Drive, Franklin, Tennessee, in each case, in form and substance reasonably
satisfactory to the Administrative Agent and (d) no later than January 16, 2010, the Loan Parties
will close any and all deposit accounts maintained by the New Subsidiary or Predecessor USR with
Tennessee Commerce Bank and provide evidence of the closing of such accounts to the Administrative
Agent. The Loan Parties acknowledge and agree that any failure of the Loan Parties to comply with
any provision of this Section 11 shall, at



-11-









 







the option of the Administrative Agent, constitute an
Event of Default under the Credit Agreement.



[Signature pages follow]




-12-









 








     Each of the undersigned has caused this Amendment No. 3 to be executed and delivered by its
duly authorized officer as of the date first above written.



	 	 	 	 	 
	 	Loan Parties:



SMITH & WESSON HOLDING CORPORATION

 	 
	 	By:  	/s/  William F. Spengler
 	 
	 	 	William F. Spengler 	 
	 	 	Executive Vice President, Chief Financial

Officer and Treasurer 	 
	 
	 	SMITH & WESSON CORP.

 	 
	 	By:  	/s/  William F. Spengler
 	 
	 	 	William F. Spengler 	 
	 	 	Vice President, Chief Financial Officer and
Treasurer 	 
	 
	 	THOMPSON/CENTER ARMS COMPANY, INC.

 	 
	 	By:  	/s/  William F. Spengler
 	 
	 	 	William F. Spengler 	 
	 	 	Vice President, Chief Financial Officer and
Treasurer 	 
	 
	 	THOMPSON CENTER HOLDING CORPORATION

 	 
	 	By:  	/s/  William F. Spengler
 	 
	 	 	William F. Spengler 	 
	 	 	Vice President, Chief Financial Officer and
Treasurer 	 
	 



[Signatures appear on following pages]














 








	 	 	 	 	 
	 	FOX RIDGE OUTFITTERS, INC.

 	 
	 	By:  	/s/  William F. Spengler
 	 
	 	 	William F. Spengler 	 
	 	 	Vice President, Chief Financial Officer and
Treasurer 	 
	 
	 	BEAR LAKE HOLDINGS, INC.

 	 
	 	By:  	/s/  William F. Spengler
 	 
	 	 	William F. Spengler 	 
	 	 	Vice President, Chief Financial Officer and
Treasurer 	 
	 
	 	K.W. THOMPSON TOOL COMPANY, INC.

 	 
	 	By:  	/s/  William F. Spengler
 	 
	 	 	William F. Spengler 	 
	 	 	Vice President, Chief Financial Officer and
Treasurer 	 
	 
	 	O.L. DEVELOPMENT, INC.

 	 
	 	By:  	/s/  William F. Spengler
 	 
	 	 	William F. Spengler 	 
	 	 	Vice President, Chief Financial Officer and
Treasurer 	 
	 
	 	UNIVERSAL SAFETY RESPONSE, INC.

 	 
	 	By:  	/s/  Matthew A. Gelfand
 	 
	 	 	Matthew A. Gelfand 	 
	 	 	President 	 
	 



[Signatures appear on following page]















 








	 	 	 	 	 
	 	Administrative Agent:




TD BANK, N.A.,

as Administrative Agent

 	 
	 	By:  	/s/  Maria P. Goncalves
 	 
	 	 	Maria P. Goncalves, Senior Vice President 	 
	 	 	 	 
	 
	 	Lender:



TD BANK, N.A., as sole Lender

 	 
	 	By:  	/s/  Maria P. Goncalves
 	 
	 	 	Maria P. Goncalves, Senior Vice President 	 
	 	 	 	 
	 
















 





Schedule 1.01




CONSOLIDATED EBITDA



Impairment of goodwill and intangible assets associated with the acquisition of Thompson Center
Holding Corporation: $98,243,188



Costs associated with the recall of Walther PPK/S products (net of profit sharing); $1,930,374




 









 








Schedule 2.01 




Applicable Percentage




Term Loan




	 	 	 	 	 	 	 	 	 
	Lender	 	Commitment	 	Applicable Percentage
	TD Bank, N.A.
	 	$	5,095,995.92	 	 	 	100	%
	Total
	 	$	5,095,995.92	 	 	 	100	%






Real Estate Loan




	 	 	 	 	 	 	 	 	 
	Lender	 	Commitment	 	Applicable Percentage
	TD Bank, N.A.
	 	$	502,205.78	 	 	 	100	%
	Total
	 	$	502,205.78	 	 	 	100	%






Revolving Loan




	 	 	 	 	 	 	 	 	 
	Lender	 	Commitment	 	Applicable Percentage
	TD Bank, N.A.
	 	$	40,000,000	 	 	 	100	%
	Total
	 	$	40,000,000	 	 	 	100	%






Schedule - 2.01




 









 








Schedule 5.06(a)




REAL PROPERTY




Owned Real Property




	 	 	 
	Owner	 	Location
	Smith & Wesson Corp.

	 	2100 Roosevelt Avenue
 Springfield, MA 01104
	 
	 	 
	Smith & Wesson Corp.

	 	19 Aviation Drive

Houlton, Southern Aroostook County, Maine
	 
	 	 
	Smith & Wesson Corp.

	 	299 Page Boulevard

Springfield, Hampden County, Massachusetts
	 
	 	 
	O.L. Development, Inc.

	 	400 North Main Street

Rochester, Strafford County, New Hampshire






Leased Real Property




	 	 	 
	Tenant	 	Location of Property
	Smith & Wesson Holding Corporation

	 	7377 E. Doubletree Ranch Rd., Ste. 200

Scottsdale, AZ 85258
	 
	 	 
	Universal Safety Response, Inc.

	 	Suite 112 of Aspen Grove Business
Center I
 277 Mallory Station Road
Franklin, TN
	 
	 	 
	Universal Safety Response, Inc.

	 	Suite 509 of Aspen Grove Business
Center 
416 Mary Lindsay Polk Drive

Franklin, TN






	 	 	 
	Sublessor	 	Location of Property
	Smith & Wesson Holding Corporation

	 	7377 E. Doubletree Ranch Rd., Ste. 200

Scottsdale, AZ 85258






Schedule - 5.06(a)




 









 








Schedule 5.07 




DISCLOSED MATTERS



None.




Schedule - 5.07




 









 








Schedule 5.14 




MATERIAL AGREEMENTS





	1.	 	Trademark Agency Agreement, dated March 11, 2000, by and between UMAREX Sportwaffen, GmbH,
and S&W Corp.
	 
	2.	 	Agreement, dated December 18, 2000, by and among S&W Corp., Advanced Research & Technology,
and Western Massachusetts Electric Company.
	 
	3.	 	Letter Agreement, dated May 2, 2000, by and among the Department of the Treasury, the
Department of Housing and Urban Development, and S&W Corp.
	 
	4.	 	Master Supply Agreement, dated August 1, 2001, by and between Remington Arms Company, Inc.
and S&W Corp.
	 
	5.	 	Agreement, dated June 7, 2002, by and between S&W Corp. and Carl Walther GmbH, as amended by
the Amendment, dated January 12, 2006, as further amended by the Amendment, dated January 13,
2007.
	 
	6.	 	License and OEM Purchase Agreement, dated November 15, 2001, by and between S&W Corp. and
Carl Walther GmbH, as amended by Addendum, dated January 15, 2002, as further amended by
Amendment No. 1, dated December 22, 2004, and as further amended by the Amendment, dated
January 12, 2006, as further amended by the Amendment, dated January 13, 2007.
	 
	7.	 	Framework Contract, dated February 13, 2004, by and between S&W Corp. and Carl Walther GmbH,
as amended by the Amendment, dated January 12, 2006, as further amended by the Amendment,
dated January 13, 2007.
	 
	8.	 	2001 Stock Option Plan.
	 
	9.	 	2004 Incentive Stock Plan.
	 
	10.	 	2004 Incentive Compensation Plan Restricted Stock Unit Award Agreement.
	 
	11.	 	Employment Agreement, dated November 12, 2007, by and between Holdings and Michael F.
Golden.
	 
	12.	 	USR 401(k) Plan
	 
	13.	 	Agreement and Plan of Merger, dated June 18, 2009, by and among Holdings, SWAC-USR I, Inc.,
USR (f/k/a SWAC-USR II, Inc.), Universal Safety Response, Inc., a New York corporation and
William C. Cohen, Jr., as stockholders’ representative.





Schedule - 5.14




 









 








Schedule 5.16 




INSURANCE




[Schedule
Provided To Lender]




Schedule - 5.16





 











 





Schedule 5.17 




EQUITY INTERESTS AND SUBSIDIARIES



Smith
& Wesson Holding Corporation, a Nevada corporation 

(parent corporation to Smith & Wesson Corp.)




Authorized Capital Stock: 1,000,000 shares Common Stock, par value $0.01




	 	 	 	 	 	 	 	 	 
	Record Owner	 	Certificate No.	 	No. shares
	Public Company
	 	 	N/A	 	 	 	N/A	 






Smith & Wesson Corp., a Delaware corporation

(a wholly-owned subsidiary of Smith & Wesson Holding Corporation)




Authorized Capital Stock: 1,000 shares Common Stock, par value $0.01




	 	 	 	 	 	 	 	 	 
	Record Owner	 	Certificate No.	 	No. Shares
	Smith & Wesson Holding Corporation
	 	 	5	 	 	 	800	 






Thompson Center Holding Corporation, a Delaware corporation

(a wholly-owned subsidiary of Smith & Wesson Holding Corporation)




Authorized Capital Stock: 100 shares of common stock, par value $0.001




	 	 	 	 	 	 	 	 	 
	Record Owner	 	Certificate No.	 	No. Shares
	Smith & Wesson Holding Corporation
	 	 	2	 	 	 	100	 






Universal Safety Response, Inc., a Delaware corporation

(a wholly-owned subsidiary of Smith & Wesson Holding Corporation)




Authorized Capital Stock: 1,000 shares of common stock, par value $0.001




	 	 	 	 	 	 	 	 	 
	Record Owner	 	Certificate No.	 	No. Shares
	Smith & Wesson Holding Corporation
	 	 	2	 	 	 	100	 






Fox Ridge Outfitters, Inc., a New Hampshire corporation

(a wholly-owned subsidiary of Thompson Center Holding Corporation)




Authorized Capital Stock: 300 shares of common stock, no par value




Schedule - 5.17





 









 








	 	 	 	 	 	 	 	 	 
	Record Owner	 	Certificate No.	 	No. Shares
	Thompson Center Holding Corporation
	 	 	2	 	 	 	25	 






Bear Lake Holdings, Inc., a Delaware corporation

(a wholly-owned subsidiary of Thompson Center Holding Corporation)




Authorized Capital Stock: 300 shares of common stock, no par value




	 	 	 	 	 	 	 	 	 
	Record Owner	 	Certificate No.	 	No. Shares
	Thompson Center Holding Corporation
	 	 	10	 	 	 	105.7963	 






K.W. Thompson Tool Company, Inc., a New Hampshire corporation 

(a wholly-owned subsidiary of Bear Lake Holdings)




Authorized Capital Stock: 300 shares of common stock, no par value




	 	 	 	 	 	 	 	 	 
	Record Owner	 	Certificate No.	 	No. Shares
	Bear Lake Holdings
	 	 	3	 	 	 	25	 






O.L. Development, Inc., a New Hampshire corporation 

(a wholly-owned subsidiary of Bear Lake Holdings)




Authorized Capital Stock: 300 shares of common stock, no par value




	 	 	 	 	 	 	 	 	 
	Record Owner	 	Certificate No.	 	No. Shares
	Bear Lake Holdings
	 	 	1	 	 	 	25	 






Thompson/Center Arms Company, Inc., a New Hampshire corporation 

(a wholly-owned subsidiary of Bear Lake Holdings)




Authorized Capital Stock: 300 shares of common stock, no par value




	 	 	 	 	 	 	 	 	 
	Record Owner	 	Certificate No.	 	No. Shares
	Bear Lake Holdings
	 	 	3	 	 	 	25	 






Schedule - 5.17





 









 








Schedule 5.20 




AFFILIATED TRANSACTIONS AND INDEBTEDNESS



Smith & Wesson Holding Corporation sublets a portion of the office space at 7377 E. Doubletree
Ranch Rd., Ste. 200, Scottsdale, AZ 85258 to a company affiliated with one member of Smith & Wesson
Holding Corporation’s board of directors.




Schedule - 5.20




 









 








Schedule 6.12 




DEPOSITORY BANKS





[Schedule
Provided To Lender]







Schedule - 6.12





 









 








Schedule 7.01(b)




INDEBTEDNESS





	1.	 	Indebtedness incurred in connection with the Indenture, dated as of December 15, 2006, made
by Holdings, as issuer, in favor of The Bank of New York Trust Company, N.A, as trustee.
	 
	2.	 	Indebtedness incurred in connection with the Commercial Premium Finance Agreement, dated as
of May 15, 2009, by and between S&W Corp. and AFCO Credit Corporation.





Schedule - 7.01(b)




 









 








Schedule 7.01(c)




UNSECURED AND SUBORDINATED INDEBTEDNESS



Indebtedness incurred in connection with the Indenture, dated as of December 15, 2006, made by
Holdings, as issuer, in favor of The Bank of New York Trust Company, N.A, as trustee.




Schedule - 7.01(b)




 









 








Schedule 7.02(c) 




EXISTING LIENS



Liens securing Indebtedness incurred in connection with the Commercial Premium Finance Agreement,
dated as of May 15, 2009, by and between S&W Corp. and AFCO Credit Corporation.




Schedule - 7.02(c)




 









 








Schedule 7.04(b) 




EXISTING INVESTMENTS



None.




Schedule - 7.04(b)




 









 








Schedule 7.04(m) 




POTENTIAL INVESTMENTS



None.




Schedule - 7.04(m)




 









 





Schedule 7.06 





SALE AND LEASEBACK




     None.



Schedule - 7.06





 









 








Schedule 7.10 




RESTRICTIVE AGREEMENTS



Section 10.12
of the Indenture, dated as of December 15, 2006, made by Holdings, as issuer, in favor
of The Bank of New York Trust Company, N.A, as trustee, restricts Holdings’ ability to incur,
create, issue, assume, guarantee otherwise become liable for Indebtedness (as defined therein) in
excess of a designated amount. Section 10.12 of the Indenture also contains a restriction on
Holdings’ ability to encumber its property; provided,
however, that such restriction does
not apply to encumbrances related to certain Indebtedness permitted therein.




Schedule - 7.10





 











 





EXHIBIT A-1




FORM OF SECOND AMENDED AND RESTATED

REVOLVING LINE OF CREDIT NOTE




			
	 	 	 
	$40,000,000.00
	 	July ___, 2009






     FOR VALUE RECEIVED, the undersigned, SMITH & WESSON HOLDING CORPORATION, a Nevada corporation
(“Holdings”), SMITH & WESSON CORP., a Delaware corporation (“S&W Corp.”),
THOMPSON/CENTER ARMS COMPANY, INC., a New Hampshire corporation (“TCAC”), and UNIVERSAL
SAFETY RESPONSE, INC., a Delaware corporation (“USR”), as borrowers (Holdings, S&W Corp.,
TCAC and USR are, jointly and severally, the “Borrowers”), promise to pay to the order of
TD BANK, N.A. (f/k/a TD Banknorth, N.A.), a national banking association (the “Lender”), at
the place and times provided in the Credit Agreement referred to below the principal sum of



FORTY MILLION DOLLARS AND 00 CENTS ($40,000,000.00)



or, if less, the principal amount of, and interest accrued on, all Revolving Loans made by the
Lender from time to time pursuant to that certain Credit Agreement dated November 30, 2007 (as
amended, restated or modified from time to time, the “Credit Agreement”) by and among the
Borrowers, TD Bank, N.A., in its capacity as administrative agent (in said capacity, together with
its successors and assigns, the “Administrative Agent”), for itself and the other Secured
Parties (as defined therein), and the lenders party thereto from time to time (including, without
limitation, the Lender). This Second Amended and Restated Revolving Line of Credit Note is being
executed and delivered by the Borrowers pursuant to Section 2.16(i) of the Credit Agreement.
Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in
the Credit Agreement.




     The unpaid principal amount of this Second Amended and Restated Revolving Line of Credit Note
from time to time outstanding is subject to mandatory prepayment from time to time as provided in
the Credit Agreement and shall bear interest as provided in the Credit Agreement. All payments of
principal and interest on this Second Amended and Restated Revolving Line of Credit Note shall be
payable in lawful currency of the United States of America in immediately available funds to the
Administrative Agent.



     This Second Amended and Restated Revolving Line of Credit Note is entitled to the benefits of,
and evidences obligations incurred under, the Credit Agreement, to which reference is made for a
description of the Collateral for this Second Amended and Restated Revolving Line of Credit Note
and for a statement of the terms and conditions on which the Borrowers are permitted and required
to make prepayments and repayments of principal of the obligations evidenced hereby and on which
such obligations may be declared to be immediately due and payable.



     THIS SECOND AMENDED AND RESTATED REVOLVING LINE OF CREDIT NOTE SHALL BE GOVERNED AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING, BUT NOT LIMITED TO, SECTION 5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW.



     Each and every party liable hereunder or for the indebtedness evidenced hereby whether as
maker, endorser, guarantor, surety or otherwise hereby: (a) except as may be expressly provided in
the



 









 




Credit Agreement or the other Loan Documents, waives notice (including, without limitation,
notice of intention to accelerate maturity, notice of acceleration of maturity, and notice of
non-payment), presentment, demand, protest, suretyship defenses and defenses in the nature thereof
such as bringing of suit, and diligence in taking any action to collect amounts owing hereunder or
in any proceeding against any of the rights and properties securing payment hereof; (b) waives any
defenses based upon and specifically assents to any and all extensions and postponements of the
time for payment, changes in terms and conditions and all other indulgences and forbearances which
may be granted by the holder to any party now or hereafter liable hereunder or for the indebtedness
evidenced hereby; (c) agrees to any substitution, exchange, release, surrender or other delivery of
any Collateral now or hereafter held hereunder or in connection with the Credit Agreement or any of
the other Loan Documents, and to the addition or release of any other party or person primarily or
secondarily liable; (d) agrees that if any Collateral given to secure this Second Amended and
Restated Revolving Line of Credit Note or the indebtedness evidenced hereby or to secure any of the
obligations set forth or referred to in the Credit Agreement or any of the other Loan Documents
shall be found to be unenforceable in full or to any extent, or if the Administrative Agent, the
Lender, any other Secured Party or any other party shall fail to duly perfect or protect such
Collateral, the same shall not relieve or release any party liable hereon or thereon nor vitiate
any other security or collateral given for any obligations evidenced hereby or thereby; (e) agrees
to pay all reasonable costs and expenses incurred by the Administrative Agent, the Lender or any
other Secured Party in connection with the indebtedness evidenced hereby, including, without
limitation, all reasonable attorneys’ fees and costs, for the making and collection of the
indebtedness evidenced hereby and the enforcement of rights and remedies hereunder and under the
Credit Agreement and the other Loan Documents, whether or not suit is instituted; and (f) consents
to all of the terms and conditions contained in this Second Amended and Restated Revolving Line of
Credit Note, the Credit Agreement and the other Loan Documents.




     The liability of the Borrowers under this Second Amended and Restated Revolving Line of Credit
Note shall be joint and several.



     The provisions contained herein shall, effective the date hereof, amend, restate and supersede
in their entirety, the terms of (i) that certain Amended and Restated Revolving Line of Credit Note
dated June 19, 2008, in the original principal amount of $40,000,000 made by Holdings, S&W Corp.
and TCAC to the order of the Lender (the “Original Note”). All amounts outstanding under
the Original Note and under the Citizens Note (which has been assigned to the Lender) shall be
deemed to be outstanding hereunder for all purposes. This Second Amended and Restated Revolving
Credit Note replaces the Original Note to the Borrowers, and the return of the Original Note to the
Borrowwers (which shall each be marked “Cancelled by Substitution”) does not constitute a
discharge, release or satisfaction of the indebtedness evidenced by the Original Note. This Second
Amended and Restated Revolving Line of Credit Note shall be deemed the Revolving Line of Credit
Note under the Credit Agreement.



* The Next Page is the Signature Page *




-2-









 








     IN WITNESS WHEREOF, the Borrowers have executed this Second Amended and Restated Revolving
Line of Credit Note as of the day and year first above written.



	 	 	 	 	 
	Witnesses: 	Borrowers:



SMITH & WESSON HOLDING CORPORATION

 	 
	 	By:  	 	 
	                           
                           
                           
	 	Its 	 
	 	 	 	 
	 
	 	SMITH & WESSON CORP.

 	 
	 	By:  	 	 
	                           
                           
                           
	 	Its 	 
	 	 	 	 
	 
	 	THOMPSON/CENTER ARMS COMPANY, INC.

 	 
	 	By:  	 	 
	                           
                           
                           
	 	Its 	 
	 	 	 	 
	 
	 	UNIVERSAL SAFETY RESPONSE, INC.

 	 
	 	By:  	 	 
	                           
                           
                           
	 	Its 	 
	 	 	 	 
	 



[Signature Page for Second Amended and Restated Revolving Line of Credit Note – TD Bank, N.A.]




 









 








EXHIBIT A-2




FORM OF JOINDER AGREEMENT



JOINDER, dated as of July ___, 2009, made by Universal Safety Response, Inc., a Delaware
corporation (the “New Guarantor”), in favor of TD Bank, N.A., as administrative agent (in
such capacity, the “Administrative Agent”) for the Secured Parties. Capitalized terms used
and not defined herein are used with the meanings assigned to such terms in the Credit Agreement
referred to below.




WITNESSETH:



WHEREAS, Smith &Wesson Holdings Corporation, a Nevada corporation (“Holdings”), Smith &
Wesson Corp., a Delaware corporation (“S&W Corp.”), Thompson/Center Arms Company, Inc., a
New Hampshire corporation (“TCAC”) have entered into a Credit Agreement, dated as of
November 30, 2007, with the lenders party from time to time party thereto (the “Lenders”),
and the Administrative Agent, as amended by that certain Amendment No. 1 to Credit Agreement and
Assignment and Acceptance of Collateral Documents dated as of October 31, 2008, among Holdings, S&W
Corp., TCAC, the Lenders and the Administrative Agent, as amended by that certain Amendment No. 2
to Credit Agreement dated asof March 12, 2009, and as further amended this date by that certain
Amendment No. 3 to Credit Agreement among Holdings, S&W Corp., TCAC, the New Guarantor (Holdings,
S&W Corp.,TCAC and the New Guarantor are, each individually, “Borrower”, and collectively,
“Borrowers”), the Lenders and the Administrative Agent (as amended, restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the
Lenders agreed, subject to the terms and conditions set forth herein, to make certain loans to the
Borrowers;



WHEREAS, in connection with the Credit Agreement, Holdings and S&W Corp. have entered into the
Holdings/S&W Corp. Guaranty, dated as of November 30, 2007 (as amended, restated, supplemented or
otherwise modified from time to time, the “Guaranty”), in favor of the Administrative Agent
for the benefit of the Secured Parties;



WHEREAS, the Credit Agreement requires the New Guarantor to become a party to the Guaranty; and



WHEREAS, the New Guarantor has agreed to execute and deliver this Joinder in order to become a
party to the Guaranty.



NOW, THEREFORE, the Administrative Agent and the New Guarantor hereby agree as follows:






(a) Guarantee. In accordance with the Credit Agreement, the New Guarantor by its signature
below becomes a Guarantor under the Guaranty with the same force and effect as if originally
named therein as a Guarantor.




(b) Representations and Warranties. The New Guarantor hereby (a) agrees to all the terms and
provisions of the Guaranty applicable to it as a Guarantor thereunder and (b) represents and
warrants that the representations and warranties made by it as a Guarantor thereunder are true
and correct in all respects on and as of the date hereof (except for those representations



 









 






and
warranties that relate to a specific earlier date). Each reference to a Guarantor in the
Guaranty shall be deemed to include the New Guarantor.




(c) Severability. Any provision of this Joinder Agreement which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.




(d) Counterparts. This Joinder Agreement may be executed in counterparts, each of which shall
constitute an original. Delivery of an executed signature page to this Joinder Agreement by
facsimile transmission shall be as effective as delivery of a manually executed counterpart of
this Joinder Agreement.




(e) No Waiver. Except as expressly supplemented hereby, the Guaranty shall remain in full force
and effect.




(f) Notices. All notices, requests and demands to or upon the New Guarantor, the Administrative
Agent or any Lender shall be governed by the terms of Section 10.02 of the Credit Agreement.



[Signature Pages Follow]




 









 







IN WITNESS WHEREOF, the undersigned have caused this Joinder Agreement to be duly executed and
delivered by their duly authorized officers as of the day and year first above written.




	 	 	 	 	 
	 	NEW GUARANTOR:



UNIVERSAL SAFETY RESPONSE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Address for Notices:



 



 



 



 	 
	 	ADMINISTRATIVE AGENT AND SOLE LENDER:





TD BANK, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	Maria P. Goncalves 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



EXHIBIT A-3




FORM OF JOINDER AGREEMENT



JOINDER, dated as of July ___, 2009, made by Universal Safety Response, Inc., a Delaware
corporation (the “New Guarantor”), in favor of TD Bank, N.A., as administrative agent (in
such capacity, the “Administrative Agent”) for the Secured Parties. Capitalized terms used
and not defined herein are used with the meanings assigned to such terms in the Credit Agreement
referred to below.




WITNESSETH:



WHEREAS, Smith &Wesson Holdings Corporation, a Nevada corporation (“Holdings”), Smith &
Wesson Corp., a Delaware corporation (“S&W Corp.”), Thompson/Center Arms Company, Inc., a
New Hampshire corporation (“TCAC”) have entered into a Credit Agreement, dated as of
November 30, 2007, with the lenders party from time to time party thereto (the “Lenders”),
and the Administrative Agent, as amended by that certain Amendment No. 1 to Credit Agreement and
Assignment and Acceptance of Collateral Documents dated as of October 31, 2008, among Holdings, S&W
Corp., TCAC, the Lenders and the Administrative Agent, as amended by that certain Amendment No. 2
to Credit Agreement dated asof March 12, 2009, and as further amended this date by that certain
Amendment No. 3 to Credit Agreement among Holdings, S&W Corp., TCAC, the New Guarantor (Holdings,
S&W Corp., TCAC and the New Guarantor are, each individually, “Borrower”, and collectively,
“Borrowers”), the Lenders and the Administrative Agent (as amended, restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the
Lenders agreed, subject to the terms and conditions set forth herein, to make certain loans to the
Borrowers;



WHEREAS, in connection with the Credit Agreement, Holdings and TCAC have entered into the
Holdings/Thompson/Center Arms Guaranty, dated as of November 30, 2007 (as amended, restated,
supplemented or otherwise modified from time to time, the “Guaranty”), in favor of the
Administrative Agent for the benefit of the Secured Parties;



WHEREAS, the Credit Agreement requires the New Guarantor to become a party to the Guaranty; and



WHEREAS, the New Guarantor has agreed to execute and deliver this Joinder in order to become a
party to the Guaranty.



NOW, THEREFORE, the Administrative Agent and the New Guarantor hereby agree as follows:






(a) Guarantee. In accordance with the Credit Agreement, the New Guarantor by its signature
below becomes a Guarantor under the Guaranty with the same force and effect as if originally
named therein as a Guarantor.




(b) Representations and Warranties. The New Guarantor hereby (a) agrees to all the terms and
provisions of the Guaranty applicable to it as a Guarantor thereunder and (b) represents and
warrants that the representations and warranties made by it as a Guarantor thereunder are true
and correct in all respects on and as of the date hereof (except for those representations



 









 






and
warranties that relate to a specific earlier date). Each reference to a Guarantor in the
Guaranty shall be deemed to include the New Guarantor.




(c) Severability. Any provision of this Joinder Agreement which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.




(d) Counterparts. This Joinder Agreement may be executed in counterparts, each of which shall
constitute an original. Delivery of an executed signature page to this Joinder Agreement by
facsimile transmission shall be as effective as delivery of a manually executed counterpart of
this Joinder Agreement.




(e) No Waiver. Except as expressly supplemented hereby, the Guaranty shall remain in full force
and effect.




(f) Notices. All notices, requests and demands to or upon the New Guarantor, the Administrative
Agent or any Lender shall be governed by the terms of Section 10.02 of the Credit Agreement.



[Signature Page Follows]




 









 







IN WITNESS WHEREOF, the undersigned have caused this Joinder Agreement to be duly executed and
delivered by their duly authorized officers as of the day and year first above written.




	 	 	 	 	 
	 	NEW GUARANTOR:



UNIVERSAL SAFETY RESPONSE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Address for Notices:



 



 



 



 	 
	 	ADMINISTRATIVE AGENT AND LENDER:





TD BANK, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	Maria P. Goncalves 	 
	 	 	Title:  	Senior Vice President 	 
	 




 









 





EXHIBIT A-4




FORM OF JOINDER AGREEMENT



JOINDER, dated as of July ___ 2009, made by Universal Safety Response, Inc., a Delaware corporation
(the “New Guarantor”), in favor of TD Bank, N.A., as administrative agent (in such
capacity, the “Administrative Agent”) for the Secured Parties. Capitalized terms used and
not defined herein are used with the meanings assigned to such terms in the Credit Agreement
referred to below.




WITNESSETH:



WHEREAS, Smith &Wesson Holdings Corporation, a Nevada corporation (“Holdings”), Smith &
Wesson Corp., a Delaware corporation (“S&W Corp.”), Thompson/Center Arms Company, Inc., a
New Hampshire corporation (“TCAC”) have entered into a Credit Agreement, dated as of
November 30, 2007, with the lenders party from time to time party thereto (the “Lenders”),
and the Administrative Agent, as amended by that certain Amendment No. 1 to Credit Agreement and
Assignment and Acceptance of Collateral Documents dated as of October 31, 2008, among Holdings, S&W
Corp., TCAC, the Lenders and the Administrative Agent, as amended by that certain Amendment No. 2
to Credit Agreement dated as of March 12, 2009, and as further amended this date by that certain
Amendment No. 3 to Credit Agreement among Holdings, S&W Corp., TCAC, the New Guarantor (Holdings,
S&W Corp., TCAC and the New Guarantor are, each individually, “Borrower”, and collectively,
“Borrowers”), the Lenders and the Administrative Agent (as amended, restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the
Lenders agreed, subject to the terms and conditions set forth herein, to make certain loans to the
Borrowers;



WHEREAS, in connection with the Credit Agreement, S&W Corp. and TCAC have entered into the
Operating Companies Guaranty, dated as of November 30, 2007 (as amended, restated, supplemented or
otherwise modified from time to time, the “Guaranty”), in favor of the Administrative Agent
for the benefit of the Secured Parties;



WHEREAS, the Credit Agreement requires the New Guarantor to become a party to the Guaranty; and



WHEREAS, the New Guarantor has agreed to execute and deliver this Joinder in order to become a
party to the Guaranty.



NOW, THEREFORE, the Administrative Agent and the New Guarantor hereby agree as follows:





(a) Guarantee. In accordance with the Credit Agreement, the New Guarantor by its signature
below becomes a Guarantor under the Guaranty with the same force and effect as if originally
named therein as a Guarantor.




(b) Representations and Warranties. The New Guarantor hereby (a) agrees to all the terms and
provisions of the Guaranty applicable to it as a Guarantor thereunder and (b) represents and
warrants that the representations and warranties made by it as a Guarantor thereunder are true
and correct in all respects on and as of the date hereof (except for those representations and
warranties that relate to a specific earlier date). Each reference to a Guarantor in the
Guaranty shall be deemed to include the New Guarantor.



 









 






(c) Severability. Any provision of this Joinder Agreement which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.




(d) Counterparts. This Joinder Agreement may be executed in counterparts, each of which shall
constitute an original. Delivery of an executed signature page to this Joinder Agreement by
facsimile transmission shall be as effective as delivery of a manually executed counterpart of
this Joinder Agreement.




(e) No Waiver. Except as expressly supplemented hereby, the Guaranty shall remain in full force
and effect.




(f) Notices. All notices, requests and demands to or upon the New Guarantor, the Administrative
Agent or any Lender shall be governed by the terms of Section 10.02 of the Credit Agreement.



[Signature Pages Follow]




 









 







IN WITNESS WHEREOF, the undersigned have caused this Joinder Agreement to be duly executed and
delivered by their duly authorized officers as of the day and year first above written.




	 	 	 	 	 
	 	NEW GUARANTOR:



UNIVERSAL SAFETY RESPONSE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Address for Notices:



 



 




 



 	 
	 	ADMINISTRATIVE AGENT:



TD BANK, N.A.

 	 
	 	By:  	
 	 
	 	 	Name:  	Maria P. Goncalves 	 
	 	 	Title:  	Senior Vice President 	 
	 




 









 





EXHIBIT A-5




FORM OF JOINDER AGREEMENT




Universal Safety Response, Inc.

277 Mallory Station Road

Suite 112

Franklin, TN 37067




July ___, 2009




Maria P. Goncalves, SVP

TD Bank, N.A.

1441 Main Street

Springfield, MA 01103



Ladies and Gentlemen:



Reference is made to the Pledge and Security Agreement (as amended, restated, supplemented or
otherwise modified from time to time, the “Security Agreement”; capitalized terms used but
not otherwise defined herein shall have the meanings assigned to such terms in the Security
Agreement), dated as of November 30, 2007, made by and among Smith &Wesson Holdings Corporation, a
Nevada corporation, Smith & Wesson Corp., a Delaware corporation, Thompson/Center Arms Company,
Inc., a New Hampshire corporation, the Guarantors party thereto, and TD Bank, N.A., as
administrative agent (in such capacity and together with any successors in such capacity, the
“Administrative Agent”).



This Joinder Agreement supplements the Security Agreement and is delivered by the undersigned,
Universal Safety Response, Inc., a Delaware corporation (the “New Pledgor”), pursuant to
Section 3.5 of the Security Agreement. The New Pledgor hereby agrees to be bound as a Borrower,
Guarantor and as a Pledgor party to the Security Agreement by all of the terms, covenants and
conditions set forth in the Security Agreement to the same extent that it would have been bound if
it had been a signatory to the Security Agreement on the execution date of the Security Agreement.
Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the
Administrative Agent, as collateral security for the full, prompt and complete payment and
performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations,
a Lien on and security interest in, all of its right, title and interest in, to and under the
Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor
thereunder. The New Pledgor hereby makes each of the representations and warranties and agrees to
each of the covenants applicable to the Pledgors contained in the Security Agreement. The New
Pledgor is becoming, this date, a Borrower under the Credit Agreement.




 









 







Annexed hereto are supplements to the schedules to the Security Agreement and the Credit Agreement,
as applicable, with respect to the New Pledgor. Such supplements shall be deemed to be part of the
Security Agreement or the Credit Agreement, as applicable.



This Joinder Agreement and any amendments, waivers, consents or supplements hereto may be executed
in any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original, but all such counterparts
together shall constitute one and the same agreement.



THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.




<Signature Pages Follows>




 









 







IN WITNESS WHEREOF, the New Pledgor has caused this Joinder Agreement to be executed and delivered
by its duly authorized officer as of the date first above written.




	 	 	 	 	 
	 	UNIVERSAL SAFETY RESPONSE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	AGREED TO AND ACCEPTED:



TD BANK, N.A.



as Administrative Agent

 	 	 
	By:  	 	 	 
	 	Name:  	Maria P. Goncalves 	 	 
	 	Title:  	Senior Vice President 	 	 
	 



[Schedules to be attached]




 









 








EXHIBIT A-6




FORM OF JOINDER TO HAZARDOUS MATERIALS INDEMNITY AGREEMENT




          IN WITNESS WHEREOF, the undersigned (the “Additional Indemnitor”) hereby agrees that
effective from and after the date set forth below, it shall be deemed to be bound by all of the
terms and provisions set forth in that certain Hazardous Materials Indemnity Agreement, dated as of
November 30, 2007 (as amended from time to time, the “Agreement”), from Smith & Wesson
Holding Corporation, a Nevada corporation (“Holdings”), Smith & Wesson Corp., a Delaware
corporation (“S&W Corp.”), Thompson/Center Arms Company, Inc., a New Hampshire corporation
(“TCAC”), and the Guarantors named therein (collectively, the “Indemnitors”) in
favor of TD Bank, N.A., in its capacity as administrative agent (together with any successor
collateral agent hereunder, “Administrative Agent”), for itself and the other Secured
Parties (as defined in the Credit Agreement, as defined below), with the same force and effect as
if the undersigned were an “Indemnitor” under the Agreement, and, without limiting the generality
of the foregoing, the undersigned (a) hereby represents and warrants to the Lender that each of the
representations and warranties made by the Indemnitors with respect to the Indemnitors and the
Premises are true and correct with respect to the undersigned and with respect to all properties
now or hereafter owned, leased, occupied or operated by the undersigned (the “Additional
Premises”), (b) the undersigned hereby covenants and agrees with the Administrative Agent and
the other Secured Parties that the undersigned shall perform and comply with all covenants and
agreements made by the Indemnitors under the Agreement, and (c) the undersigned hereby agrees to
protect, defend, indemnify and hold harmless the Indemnitees from and against all Costs which at
any time may be asserted against or imposed upon the Additional Premises or the undersigned or the
Indemnitees, arising out of or in connection with (i) Requirements of Environmental Law;
(ii) Environmental Claims; (iii) the failure of the undersigned to obtain, maintain, or comply with
any Environmental Permit; and/or (iv) the presence, existence or threat of release of Hazardous
Materials at, on, about, under, within or in connection with any of the Additional Premises. All
capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed
to such terms in the Agreement. This signature page shall be deemed a counterpart signature page
to the Agreement and the undersigned hereby authorizes the Administrative Agent to attach this
signature page thereto. Delivery of an executed counterpart of a signature page of this Agreement
by telecopy or electronic mail (including, without limitation, PDF) shall be effective as delivery
of a manually executed counterpart of this Agreement.





     Executed under seal this                      day of July, 2009.



[Signature Page Follows}





 









 








	 	 	 	 	 
	 	ADDITIONAL INDEMNITOR:





UNIVERSAL SAFETY RESPONSE, INC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 











 






EXHIBIT D




TD Bank, N.A., as Administrative Agent




Borrowing Base Certificate




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Smith & Wesson Corp.	 	 	Thompson/Center Arms	 	 	Universal Safety	 	 	Total	 
	Accounts Receivable
Balance
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Less Ineligible:	 	Less Ineligible:	 	Less Ineligible:	 	Less Ineligible:
	Over 90 days from
invoice
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Over 30 days from
invoice *
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	30% Margin Rule
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit Add Backs
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Contra
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Foreign/Government**
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Employees
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Intercompany
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	15% Concentration
Rule
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other Ineligible
A/R as defined in
Credit Agreement
dated 11/30/07
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	Total Ineligible A/R
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Eligible
Accounts Receivable
	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	Advance Rate
	 	X	 80	%	 	X	80	%	 	X	 80	%	 	X	 80	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Net Eligible Accounts
Receivable
	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 








 




			
	*	 	If such invoice is subject to dating terms
	 
	**	 	Except Canada and A/R backed by Letters of Credit





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Smith & Wesson Corp.	 	 	Thompson/Center Arms	 	 	Universal Safety	 	 	Total	 
	Total Inventory per the Attached
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Less Ineligible:	 	Less Ineligible:	 	Less Ineligible:	 	Less Ineligible:
	WIP
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Obsolete
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Scrap/Waste
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Defective
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inventory Held on
Consignment
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	In the possession
of a bailee,
warehouseman, or
processor *
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other ineligible
inventory as
defined in Credit
Agreement
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Ineligible
Inventory
	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Eligible
Inventory
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Advance Rate
	 	X	 60	%	 	X	60	%	 	X	60	%	 	X	 60	%
	Net Eligible Inventory
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Inventory
not to exceed	 	 	12,000,000.00	 	 	 	 	 	 	$	 	 








 




			
	*	 	Without prior written consent





	 	 	 	 	 
	Total Borrowing Base per Advance Formula:
	 	$	 	 
	 
	 	 	 	 
	Less Accounts Payable to Processor
	 	$	 	 
	Less US$ Equivalent Letters of Credit
	 	$	 	 
	Total Eligible Collateral
	 	$	 	 
	Revolving Credit Line Amount:
	 	$	 	 
	Less Sub Debt Lenders Reserve on Credit Line Limit:
	 	$	 	 
	Loan Balance as of                     
	 	$	 	 
	Amount Available for Future Borrowing:
	 	$	 	 
	 
	 		 	 






 









 





Pursuant to, and in accordance with, the terms and provisions of that certain Credit Agreement, dated November 30, 2007 (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as
therein defined), by and among Smith & Wesson Holding Corporation (“Holdings”), Smith & Wesson Corp., a Delaware corporation (“S&W Corp.”),
Thompson/Center Arms Company, Inc., a New Hampshire corporation (“TCAC”), Universal Safety Response, Inc. (“USR”) (Holdings, S&W Corp., TCAC
and USR are, individually, “Borrower”, and collectively, “Borrowers”), the lenders party from time to time party thereto (the “Lenders”),
and TD Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), the Borrower Representative is executing and
delivering to the Administrative Agent this Borrowing Base Certificate accompanied by supporting data (collectively referred to as the
“Report”). The Borrower Representative represents and warrants to the Administrative Agent that this Report is true and correct, and is
based on information contained in the Borrower Representative’s own financial accounting records. The Borrower Representative, by the
execution of this Report, hereby ratifies, confirms and affirms all of the terms, conditions and provisions of the Credit Agreement, and
further certifies on this ___day of ___, 20___ that the Loan Parties are in compliance with the Credit Agreement.




Smith & Wesson Holding Corporation




Authorized by:                                                             
           Date:                                                             





 











 





EXHIBIT H-3




FORM OF HOLDINGS/THOMPSON/CENTER ARMS/SMITH & WESSON

GUARANTY




     THIS GUARANTY (as amended, restated, supplemented or otherwise modified from time to time,
this “Agreement”), dated as of July ___, 2009, is made by and among Smith & Wesson Holding
Corporation, a Nevada corporation (“Holdings”), Thompson/Center Arms Company, Inc., a New
Hampshire corporation (“TCAC”), Smith & Wesson Corp., a Delaware corporation (“S&W
Corp.”), and those additional entities that hereafter become guarantors hereunder by executing
a joinder agreement substantially in the form of Exhibit A hereto (each a
“Guarantor” and collectively the “Guarantors”), and TD Bank, N.A., as
administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties
(as defined in the Credit Agreement referred to below).



     Holdings, S & W Corp., and TCAC have entered into a Credit Agreement, dated as of November 30,
2007, with the lenders party from time to time party thereto (the “Lenders”), and the
Administrative Agent, as amended by that certain Amendment No. 1 to Credit Agreement and Assignment
and Acceptance of Collateral Documents dated as of October 31, 2008, among Holdings, S&W Corp.,
TCAC, the Lenders and the Administrative Agent, as amended by that certain Amendment No. 2 to
Credit Agreement dated asof March 12, 2009, and as further amended this date by that certain
Amendment No. 3 to Credit Agreement among Holdings, S&W Corp., TCAC, Universal Safety Response,
Inc. (“USR”) (Holdings, S&W Corp.,TCAC and USR are, each individually, “Borrower”, and
collectively, “Borrowers”), the Lenders and the Administrative Agent (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized
terms used and not defined herein are used with the meanings assigned to such terms in the Credit
Agreement.



     The Lenders have agreed to make Loans and grant financial accommodations to one or more of the
Borrowers, pursuant to, and upon the terms and subject to the conditions specified in, the Credit
Agreement. Each Guarantor acknowledges that it has derived and will derive substantial benefit
from the making of the Loans by the Lenders to the Borrowers. As consideration therefor and in
order to induce the Lenders to make Loans, each Guarantor is willing to execute this Agreement.



     Accordingly, the parties hereto agree as follows:



 









 





     SECTION 1. Guarantee. Each Guarantor unconditionally guarantees, jointly with any other
Guarantor of the several Obligations of USR under the Credit Agreement and other Loan Documents
(“USR’s Obligations”) and severally, as a primary obligor and not merely as a surety,
the due and punctual payment of USR’s Obligations. Each Guarantor waives notice of, and hereby
consents to any agreements or arrangements whatsoever by the Secured Parties with any other
Person pertaining to USR’s Obligations, including agreements and arrangements for payment,
extension, renewal, subordination, composition, arrangement, discharge or release of the whole
or any part of USR’s Obligations, or for the discharge or surrender of any or all security, or
for the compromise, whether by way of acceptance of part payment or otherwise, and, the same
shall in no way impair each Guarantor’s liability hereunder.



     SECTION 2. USR’s Obligations Not Waived. To the fullest extent permitted by applicable
law, each Guarantor waives presentment to, demand of payment from and protest to USR or any
other Person of any of USR’s Obligations, and also waives notice of acceptance of its guarantee,
notice of protest for nonpayment and all other formalities. To the fullest extent permitted by
applicable law, the Guarantee of each Guarantor hereunder shall not be affected by (a) the
failure of any Loan Party to assert any claim or demand or to enforce or exercise any right or
remedy against USR or any Guarantor under the provisions of the Credit Agreement, any other Loan
Document or otherwise; (b) any extension, renewal or increase of or in any of USR’s Obligations;
(c) any rescission, waiver, amendment or modification of, or any release from, any of the terms
or provisions of this Agreement, the Credit Agreement, any other Loan Document, any guarantee or
any other agreement or instrument, including with respect to any Guarantor under the Loan
Documents; (d) the release of (or the failure to perfect a security interest in) any of the
security held by or on behalf of the Administrative Agent or any other Secured Party; or (e) the
failure or delay of any Secured Party to exercise any right or remedy against USR or any
Guarantor of USR’s Obligations.



     SECTION 3. Security. Each Guarantor authorizes the Administrative Agent to (a) take and
hold security for the payment of this Guaranty and USR’s Obligations and exchange, enforce,
waive and release any such security pursuant to the terms of any other Loan Documents; (b) apply
such security and direct the order or manner of sale thereof as it in its sole discretion may
determine subject to the terms of any other Loan Documents; and (c) release or substitute any
one or more endorsees, other Guarantors or other obligors pursuant to the terms of any other
Loan Documents. In no event shall this Section 3 require any Guarantor to grant security,
except as required by the terms of the Loan Documents.



     SECTION 4. Guarantee of Payment. Each Guarantor further agrees that its guarantee
constitutes a guarantee of payment when due and not of collection and waives any right to
require that any resort be had by the Administrative Agent or any other Secured Party to any of
the security held for payment of USR’s Obligations or to any balance of any deposit account or
credit on the books of the Administrative Agent or any other Secured Party in favor of USR or
any other Person.



 









 





     SECTION 5. No Discharge or Diminishment of Guaranty. The obligations of each Guarantor
hereunder shall not be subject to any reduction, limitation, impairment or termination for any
reason (other than the indefeasible payment in full in cash of USR’s Obligations), including any
claim of waiver, release, surrender, alteration or compromise of any of USR’s Obligations, and
shall not be subject to any defense (other than a defense of payment) or setoff, counterclaim,
recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability
of USR’s Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise
affected by the failure of the Administrative Agent or any other Secured Party to assert any
claim or demand or to enforce any remedy under the Credit Agreement, any other Loan Document,
any guarantee or any other agreement or instrument, by any amendment, waiver or modification of
any provision of the Credit Agreement or any other Loan Document or other agreement or
instrument, by any default, failure or delay, willful or otherwise, in the performance of USR’s
Obligations, or by any other act, omission or delay to do any other act that may or might in any
manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a
discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in
full in cash of all USR’s Obligations) or which would impair or eliminate any right of any
Guarantor to subrogation.



     SECTION 6. Defenses Waived. To the fullest extent permitted by applicable law, each
Guarantor waives any defense based on or arising out of the unenforceability of USR’s
Obligations or any part thereof from any cause or the cessation from any cause of the liability
(other than the final and indefeasible payment in full in cash of USR’s Obligations) of USR or
any other Person. Subject to the terms of the other Loan Documents, the Administrative Agent
and the other Secured Parties may, at their election, foreclose on any security held by one or
more of them by one or more judicial or nonjudicial sales, accept an assignment of any such
security in lieu of foreclosure, compromise or adjust any part of USR’s Obligations, make any
other accommodation with USR or any other Guarantor or exercise any other right or remedy
available to them against USR or any other Guarantor, without affecting or impairing in any way
the liability of each Guarantor hereunder except to the extent USR’s Obligations have been
fully, finally and indefeasibly paid in cash. Each Guarantor waives any defense arising out of
any such election even though such election operates, pursuant to applicable law, to impair or
to extinguish any right of reimbursement or subrogation or other right or remedy of each
Guarantor against USR or any other Guarantor or any security.



     SECTION 7. Agreement to Pay; Subordination. In furtherance of the foregoing and not in
limitation of any other right that the Administrative Agent or any other Secured Party has at
law or in equity against each Guarantor by virtue hereof, upon the failure of USR or any other
Loan Party to pay any Secured Obligation when and as the same shall become due, whether at
maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby
promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such
other Secured Party as designated thereby in cash an amount equal to the unpaid principal amount
of such Obligations then due, together with accrued and unpaid interest and fees on such
Obligations. Upon payment by each Guarantor of any sums



 









 







to the Administrative Agent or any Secured Party as provided above, all rights of each
Guarantor against USR arising as a result thereof by way of right of subrogation, contribution,
reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right
of payment to the prior indefeasible payment in full in cash of all USR’s Obligations. In
addition, any indebtedness of USR or any Subsidiary now or hereafter held by each Guarantor that
is required by the Credit Agreement to be subordinated to USR’s Obligations is hereby
subordinated in right of payment to the prior payment in full of USR’s Obligations. If any
amount shall be paid to any Guarantor on account of (i) such subrogation, contribution,
reimbursement, indemnity or similar right or (ii) any such indebtedness at any time when any
Secured Obligation then due and owing has not been paid, such amount shall be held in trust for
the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be
credited against the payment of USR’s Obligations, whether matured or unmatured, in accordance
with the terms of the Loan Documents.



     SECTION 8. General Limitation on Guarantee Obligations. In any action or proceeding
involving any state corporate law, or any state, Federal or foreign bankruptcy, insolvency,
reorganization or other law affecting the rights of creditors generally, if the obligations of
any Guarantor under this Agreement would otherwise be held or determined to be void, voidable,
invalid or unenforceable, or subordinated to the claims of any other creditors, on account of
the amount of its liability under this Agreement, then, notwithstanding any other provision to
the contrary, the amount of such liability shall, without any further action by any Guarantor,
any creditor or any other Person, be automatically limited and reduced to the highest amount
that is valid and enforceable and not subordinated to the claims of other creditors as
determined in such action or proceeding.



     SECTION 9. Information. Each Guarantor assumes all responsibility for being and keeping
itself informed of USR’ financial condition and assets, all other circumstances bearing upon the
risk of nonpayment of USR’s Obligations and the nature, scope and extent of the risks that each
Guarantor assumes and incurs hereunder and agrees that none of the Administrative Agent or the
other Secured Parties will have any duty to advise such Guarantor of information known to it or
any of them regarding such circumstances or risks.



     SECTION 10. Covenant; Representations and Warranties. Each Guarantor represents and
warrants as to itself that all representations and warranties relating to it contained in the
Credit Agreement are true and correct.



     SECTION 11. Termination. The Guaranties made hereunder shall terminate when (i) the
principal of and premium, if any, and interest (including interest accruing during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding) on the Real Estate Loan and the Term Loan; and (ii) all
other USR’s Obligations then due and owing, have in each case been indefeasibly paid in full in
cash and the Lenders have no further commitment to lend under the Credit Agreement; provided
that any such Guaranty shall continue to be effective or be reinstated, as the case may be, if
at any time any payment, or any part thereof, on any Secured Obligation is rescinded or must
otherwise be restored by any Secured Party upon the



 









 







bankruptcy or reorganization of USR, the Guarantors or otherwise. Upon such termination
and at the written request of any Guarantor or its successors or assigns, and at the cost and
expense of such Guarantor or its successors or assigns, the Administrative Agent shall execute
in a timely manner a satisfaction of this Guaranty and such instruments, documents or agreements
as are necessary or desirable to evidence the termination of this Guaranty.



     SECTION 12. Binding Effect; Several Agreement; Assignments; Releases. Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be deemed to include
the successors and assigns of such party; and all covenants, promises and agreements by or on
behalf of each Guarantor that are contained in this Agreement shall bind and inure to the
benefit of each party hereto and their respective successors and assigns. This Agreement shall
become effective as to each Guarantor when a counterpart hereof executed on behalf of each
Guarantor shall have been delivered to the Administrative Agent and a counterpart hereof shall
have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon
each Guarantor and the Administrative Agent and their respective successors and assigns, and
shall inure to the benefit of each Guarantor, the Administrative Agent and the other Secured
Parties, and their respective successors and assigns, except that neither the Borrowers nor the
Guarantors shall have the right to assign its rights or obligations hereunder or any interest
herein (and any such attempted assignment shall be void) without the prior written consent of
the Required Lenders. The Administrative Agent is hereby expressly authorized to, and agrees
upon request of the Borrowers it will, release any Guarantor from its obligations hereunder in
the event that all the Equity Interests of such Guarantor shall be sold, transferred or
otherwise disposed of in a transaction permitted by the Credit Agreement.



     SECTION 13. Waivers; Amendment. (a) No failure or delay of the Administrative Agent in
exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or the exercise of
any other right or power. The rights and remedies of the Administrative Agent hereunder and of
the other Secured Parties under the other Loan Documents are cumulative and are not exclusive of
any rights or remedies that they would otherwise have. No waiver of any provision of this
Agreement or consent to any departure by any Guarantor therefrom shall in any event be effective
unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall
be effective only in the specific instance and for the purpose for which given. No notice or
demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice
or demand in similar or other circumstances.



          (b) Neither this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to a written agreement entered into between USR, the Guarantors and the
Administrative Agent (with the consent of the Required Lenders if required under the Credit
Agreement).




     SECTION 14. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF



 









 







NEW YORK INCLUDING, BUT NOT LIMITED TO, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW.



     SECTION 15. Notices. All communications and notices hereunder shall be in writing and
given as provided in Section 10.02 of the Credit Agreement. All communications and notices
hereunder to each Guarantor shall be given to it at the following address:


Smith & Wesson Holding Corporation

c/o Smith & Wesson Corp.

2100 Roosevelt Avenue

Springfield, MA 01102-2208

Attention: John A. Kelly, Chief Financial Officer

Facsimile No: 413-739-8528



with a copy to:

Greenberg Traurig, LLP

2375 E. Camelback Road; Suite 700

Phoenix, AZ 85016

Attention: Karl A. Freeburg

Facsimile No.: 602-445-8100




     SECTION 16. Survival of Agreement; Severability. (a) All covenants, agreements,
representations and warranties made by USR and the Guarantors herein and in the certificates or
other instruments prepared or delivered in connection with or pursuant to this Agreement or any
other Loan Document shall be considered to have been relied upon by the Administrative Agent and
the other Secured Parties and shall survive the making by the Lenders of the Loans regardless of
any investigation made by the Secured Parties or on their behalf, and shall continue in full
force and effect as long as the principal of or any accrued interest on any Loan or any other
fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid
or the Commitments have not been terminated.



          (b) In the event any one or more of the provisions contained in this Agreement or in any
other Loan Document should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained herein and therein
shall not in any way be affected or impaired thereby (it being understood that the invalidity of
a particular provision in a particular jurisdiction shall not in and of itself affect the
validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.




     SECTION 17. Counterparts. This Agreement may be executed in counterparts, each of which
shall constitute an original, but all of which when taken together shall constitute a single
contract, and shall become effective as provided in Section 12. Delivery



 









 







of an executed signature page to this Agreement by facsimile transmission or electronic
mail shall be as effective as delivery of a manually executed counterpart of this Agreement.



     SECTION 18. Rules of Interpretation. The rules of interpretation specified in Section 1.01
of the Credit Agreement shall be applicable to this Agreement.



     SECTION 19. Jurisdiction; Consent to Service of Process. (a) EACH PARTY HERETO
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED
STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF SUCH STATE, AND ANY APPELLATE COURT FROM ANY
THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A
FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS
AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR
ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT AGAINST ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.



     (b) EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (A) OF THIS SECTION. EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.



     (c) EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR
NOTICES IN SECTION 15 OF THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY
PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.



 









 





     SECTION 20. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 20.



[Signature Page Follows]





 









 








[Signature Page to Holdings/Thompson/Center Arms/Smith&Wesson Guaranty]




     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.



	 	 	 	 	 
	 	SMITH & WESSON HOLDING CORPORATION

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THOMPSON/CENTER ARMS COMPANY, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SMITH & WESSON CORPORATION

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



[Signature Page to Holdings/Thompson/Center Arms Guaranty]




	 	 	 	 	 
	 	ADMINISTRATIVE AGENT AND LENDER:



TD BANK, N.A.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 







EXHIBIT A

to the Holdings/Thompson/Center Arms Guaranty




[Form of]

JOINDER AGREEMENT



JOINDER, dated as of [               ] [     ], made by [                         ] a [                         ] (the
“New Guarantor”), in favor of TD Bank, N.A., as administrative agent (in such capacity, the
“Administrative Agent”) for the Secured Parties. Capitalized terms used and not defined
herein are used with the meanings assigned to such terms in the Credit Agreement referred to below.




WITNESSETH:



WHEREAS, Smith &Wesson Holdings Corporation, a Nevada corporation (“Holdings”), Smith &
Wesson Corp., a Delaware corporation (“S&W Corp.”), Thompson/Center Arms Company, Inc., a
New Hampshire corporation (“TCAC”) have entered into a Credit Agreement, dated as of
November 30, 2007, with the lenders party from time to time party thereto (the “Lenders”),
and the Administrative Agent, as amended by that certain Amendment No. 1 to Credit Agreement and
Assignment and Acceptance of Collateral Documents dated as of October 31, 2008, among Holdings, S&W
Corp., TCAC, the Lenders and the Administrative Agent, as amended by that certain Amendment No. 2
to Credit Agreement dated asof March 12, 2009, and as further amended this date by that certain
Amendment No. 3 to Credit Agreement among Holdings, S&W Corp., TCAC, Universal Safety Response,
Inc. (“USR”)(Holdings, S&W Corp.,TCAC and USR are, each individually, “Borrower”,
and collectively, “Borrowers”), the Lenders and the Administrative Agent (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
pursuant to which the Lenders agreed, subject to the terms and conditions set forth herein, to make
certain loans to the Borrowers;



WHEREAS, in connection with the Credit Agreement, Holdings, S&W Corp. and TCAC have entered into
the Holdings/Thompson/Center/Smith &Wesson Arms Guaranty, dated as of July ___, 2009 (as amended,
restated, supplemented or otherwise modified from time to time, the “Guaranty”), in favor
of the Administrative Agent for the benefit of the Secured Parties;



WHEREAS, the Credit Agreement requires the New Guarantor to become a party to the Guaranty; and



WHEREAS, the New Guarantor has agreed to execute and deliver this Joinder in order to become a
party to the Guaranty.



NOW, THEREFORE, the Administrative Agent and the New Guarantor hereby agree as follows:






(a) Guarantee. In accordance with the Credit Agreement, the New Guarantor by its signature
below becomes a Guarantor under the Guaranty with the same force and effect as if originally
named therein as a Guarantor.




(b) Representations and Warranties. The New Guarantor hereby (a) agrees to all the terms and
provisions of the Guaranty applicable to it as a Guarantor thereunder and (b) represents and
warrants that the representations and warranties made by it as a Guarantor thereunder are true
and correct in all respects on and as of the date hereof (except for those representations



 









 







and warranties that relate to a specific earlier date). Each reference to a Guarantor in the
Guaranty shall be deemed to include the New Guarantor.




(c) Severability. Any provision of this Joinder Agreement which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.




(d) Counterparts. This Joinder Agreement may be executed in counterparts, each of which shall
constitute an original. Delivery of an executed signature page to this Joinder Agreement by
facsimile transmission shall be as effective as delivery of a manually executed counterpart of
this Joinder Agreement.




(e) No Waiver. Except as expressly supplemented hereby, the Guaranty shall remain in full force
and effect.




(f) Notices. All notices, requests and demands to or upon the New Guarantor, the Administrative
Agent or any Lender shall be governed by the terms of Section 10.02 of the Credit Agreement.



[Signature Page Follows]




 









 







IN WITNESS WHEREOF, the undersigned have caused this Joinder Agreement to be duly executed and
delivered by their duly authorized officers as of the day and year first above written.




	 	 	 	 	 
	 	NEW GUARANTOR:



[NEW GUARANTOR]

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Address for Notices:

 	 
	 	
 	 
	 	
 	 
	 	
 	 
	 



	 	 	 	 	 
	 	ADMINISTRATIVE AGENT AND SOLE LENDER:



TD BANK, N.A.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title: