exv10w57xay






Exhibit 10.57(a)




SMITH & WESSON HOLDING CORPORATION

AND

CERTAIN AFFILIATED ENTITIES




AMENDMENT NO. 1 TO CREDIT AGREEMENT AND

ASSIGNMENT AND ACCEPTANCE OF COLLATERAL DOCUMENTS




     This Amendment No. 1 to Credit Agreement and Assignment and Acceptance of Collateral Documents
(this “Amendment No. 1”) dated as of October 31, 2008 (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”), 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”), and O.L. Development, Inc., a New
Hampshire corporation (“O.L. Development”) (Holdings, S&W Corp. and TCAC are hereinafter
referred to individually as a “Borrower”, and collectively as the “Borrowers”, and
the Borrowers, TCHC, Fox Ridge, Bear Lake, K.W. Thompson are O.L. Development are hereinafter
referred to individually as a “Credit Party,” and collectively as the “Credit
Parties”), the Lenders (as defined below), and Toronto Dominion (Texas) LLC, a Delaware limited
liability company (“Toronto Dominion (Texas)”, 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”), and TD Bank, N.A., a
national banking association (“TD Bank”), in its capacity as successor Administrative
Agent.



RECITALS:




     WHEREAS, reference is made to a certain Credit Agreement dated as of November 30, 2007 by and
among the Borrowers, the Lenders and the Administrative Agent (the “Credit Agreement”)
(terms defined in the Credit Agreement and not otherwise defined herein shall have the meanings
given to such terms in the Credit Agreement); and



     WHEREAS, Toronto Dominion (Texas) desires to resign as Administrative Agent under the Credit
Agreement and the other Loan Documents; and



     WHEREAS, the Required Lenders and the Borrowers desire to appoint TD Bank as successor
Administrative Agent; and



     WHEREAS, the Borrowers and the Lenders have terminated the Acquisition Loan Commitment; and



     WHEREAS, the Borrowers are entering into a cash management agreement on the date hereof with
TD Bank, as successor Administrative Agent, and have requested certain changes to the funding and
repayment of Revolving Loans due to the cash management agreement; and



     WHEREAS, due to a scrivener’s error, the definition of “Applicable Margin” appearing in
Section 1.01 of the Credit Agreement is not accurately stated; and



     WHEREAS, the Borrowers and the Lenders desire to modify the Consolidated Leverage Ratio;



 









 





     WHEREAS, the Borrowers and the Lenders desire to modify the Credit Agreement to permit one or
more Borrowers to request, and the LC Issuer to issue, letters of credit for the account of one or
more Guarantors; and



     WHEREAS, the Borrowers and the Lenders desire to release and terminate the Copyright Security
Agreement, the Patent Security Agreement and the Trademark Security Agreement; and



     WHEREAS, the parties hereto desire to effectuate the resignation of Toronto Dominion (Texas)
as Administrative Agent and the appointment and acceptance of TD Bank as successor Administrative
Agent and to amend the Credit Agreement (a) to reflect the termination of the Acquisition Loan
Commitment, (b) to reflect the establishment of the cash management agreement and modify how
Revolving Loans are made and repaid, (c) to correct the definition of Applicable Margin, (d) to
modify the Consolidated Leverage Ratio, (d) release and terminate the Copyright Security Agreement,
the Patent Security Agreement and the Trademark Security Agreement, and (e) to permit one or more
Borrowers to request, and the LC Issuer to issue, letters of credit for the account of one or more
Guarantors, all upon the terms and conditions hereinafter set forth.



     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. Resignation of Toronto Dominion (Texas) as Administrative Agent; Appointment of TD Bank
as Successor Administrative Agent.



          2.1. Resignation of Toronto Dominion (Texas) as Administrative Agent. Effective upon
the satisfaction of the conditions set forth in Section 5 below and pursuant to Section 9.06 of the
Credit Agreement (and, for the avoidance of doubt, subject to the last sentence of the first
paragraph of Section 9.06), Toronto Dominion (Texas) hereby resigns as Administrative Agent under
the Credit Agreement and the other Loan Documents. Each of the Lenders, the LC Issuer and the
Borrowers hereby acknowledge and accept such resignation.



          2.2 Appointment of Successor Administrative Agent. Effective upon the satisfaction of
the conditions set forth in Section 5 below, TD Bank, as the sole Lender under the Credit
Agreement, hereby appoints TD Bank as successor Administrative Agent pursuant to Section 9.06 of
the Credit Agreement, and TD Bank hereby accepts such appointment. The Borrowers and the LC Issuer
hereby consent to such appointment for all purposes of the Credit Agreement and the other Loan
Documents, and hereby waive prior written notice of the resignation of Toronto Dominion (Texas) as
Administrative Agent. Effective upon the satisfaction of the conditions set forth in Section 5
below, the term “Administrative Agent” shall mean TD Bank in its capacity as Administrative Agent
under the Credit Agreement, and TD Bank hereby succeeds to, becomes vested with and accepts all
rights, powers, privileges and duties of the resigning Administrative Agent under the Credit
Agreement. Effective upon the satisfaction of the conditions set forth in Section 5 below, Toronto
Dominion (Texas) is hereby discharged from its duties and obligations as Administrative Agent under
the Credit Agreement and the other Loan Documents, except as provided herein.



          2.3 Assignment and Acceptance of Collateral Documents. Effective upon the
satisfaction of the conditions set forth in Section 5 below, Toronto Dominion (Texas), in its
capacity as resigning Administrative Agent, hereby assigns and transfers irrevocably to TD Bank, in
its capacity as successor Administrative Agent and its successors and assigns, all the estates,
properties, rights, powers



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and duties of Toronto Dominion (Texas) in, to and under the Collateral Documents. Effective
upon the satisfaction of the conditions set forth in Section 5 below, TD Bank hereby accepts such
assignment and accepts all the estates, properties, rights, powers and duties of Toronto Dominion
(Texas) under and pursuant to the Collateral Documents.



          2.4 Further Assurances. Toronto Dominion (Texas) will, at the expense of the Credit
Parties and at any time and from time to time, promptly execute and deliver all further instruments
and documents (including, without limitation, assignments of all collateral documents heretofore
executed as security for the Credit Agreement and the Notes and which name Toronto Dominion
(Texas) as secured party, assignee, mortgagee or the like), and take all further action, that may
be necessary or desirable, or that Toronto Dominion (Texas) may reasonably request, in order to
transfer any of the estates, properties, rights, powers and duties granted or purported to be
granted hereby or to enable TD Bank to exercise and enforce its rights and remedies under the
Collateral Documents.



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



          3.1 The following defined terms are hereby deleted in their entirety from Section 1.01 of the
Credit Agreement: “Acquisition Availability”, “Acquisition Borrowing(s)”, “Acquisition
Certificate”, “Acquisition Line Notes”, “Acquisition Loan”, “Acquisition Loan Availability Period”,
“Acquisition Loan Commitment”, “Acquisition Loan Maturity Date”, “Applicable Acquisition Loan
Percentage”, “Copyright Security Agreement”, “Patent Security Agreement”, “Trademark Security
Agreement” and “Unused Acquisition Loan Fee”, and all references to Acquisition Availability,
Acquisition Borrowing(s), Acquisition Certificate, Acquisition Line Notes, Acquisition Loan,
Acquisition Loan Availability Period, Acquisition Loan Commitment, Acquisition Loan Maturity Date,
Applicable Acquisition Loan Percentage, Permitted Acquisition, Copyright Security Agreement, Patent
Security Agreement and Trademark Security Agreement and Unused Acquisition Loan Fee are hereby
deleted from the Credit Agreement; and Exhibit A (Acquisition Certificate) and Exhibit B
(Acquisition Line Note) are hereby deleted from the Credit Agreement.



          3.2 The definition of “Applicable Margin” appearing in Section 1.01 of the Credit Agreement is
hereby deleted in its entirety and the following is hereby inserted in its stead:



          “‘Applicable Margin’ means:




     (a) (i) during the period commencing on the date hereof and ending on
the date of delivery of the Compliance Certificate for the fiscal quarter
ending January 31, 2008, the Applicable Margin for all Loans and unused line
fees shall be set at Level 2 on the grid below, and (ii) at all times during
each Interest Period thereafter the Applicable Margin as of any date of
determination shall be determined based upon the Consolidated Leverage Ratio
as of the Determination Date immediately preceding such date as indicated in
the following table:



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	 	 	 	 	Applicable Margin	 	Applicable Margin	 	 
	 	 	 	 	for Revolving Loan	 	for Revolving Loan	 	 
	 	 	Consolidated	 	(per annum rates)	 	(per annum rates)	 	 
	 	 	Leverage Ratio	 	for Base Rate Loans	 	for LIBOR Loans	 	Unused Revolver Fee
	Level 1

	 	Greater than
3.00:1.00
	 	 	0.50	%	 	 	2.50	%	 	 	0.75	%
	Level 2

	 	Greater than
2.50:1.00 but less
than or equal to
3.00:1.00
	 	 	0.00	%	 	 	2.00	%	 	 	0.50	%
	Level 3

	 	Greater than
2.00:1.00 but less
than or equal to
2.50:1.00
	 	 	0.00	%	 	 	1.75	%	 	 	0.50	%
	Level 4

	 	Greater than
1.50:1.00 but less
than or equal to
2.00:1.00
	 	 	0.00	%	 	 	1.50	%	 	 	0.25	%
	Level 5

	 	Equal to or less
than 1.50:1.00
	 	 	0.00	%	 	 	1.25	%	 	 	0.25	%







If any Compliance Certificate has not been delivered to the Administrative
Agent within the time periods specified in Section 6.01(c), then until the
Determination Date, the highest rate set forth above shall apply.”



          3.3 The defined term “Letter of Credit Documents” is hereby deleted in its entirety
from Section 1.01 of the Credit Agreement and the following is hereby substituted in its
stead:




“‘Letter of Credit Documents’ means collectively, any letter of
credit application and other related documents executed by any Borrower in
form satisfactory to the LC Issuer in connection with each Letter of Credit,
including, without limitation, the Existing Letters of Credit, and any
letter of credit application and other related documents executed by any
Borrower and a Guarantor in form satisfactory to the LC Issuer in connection
with any Letter of Credit issued for the account of such Guarantor.”



          3.4 The defined term “Obligations” is hereby deleted in its entirety from Section
1.01 of the Credit Agreement and the following is hereby substituted in its stead:




“‘Obligations’ means all unpaid principal of and accrued and unpaid
interest on the Loans, all LC Exposure, all Cash Management Obligations, all
Swap



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Obligations, all Foreign Exchange Obligations, all accrued and unpaid fees
and all expenses, reimbursements, indemnities and other obligations of the
Loan Parties arising under the Loan Documents to the Administrative Agent,
the Lenders, the LC Issuer, any indemnified party, any holder of Cash
Management Obligations, and any holder of Swap Obligations, including,
without limitation, any Foreign Exchange Obligations.”



          3.5 The defined term “TD Banknorth, N.A.” is hereby deleted in its entirety from Section 1.01
of the Credit Agreement and the following is hereby substituted in its stead:




“‘TD Bank’ means TD Bank, N.A. (as successor-in-interest to
TD Banknorth, N.A.), a national banking association and a Lender.”


All references to “TD Banknorth, N.A.” in the Credit Agreement are hereby deemed references to “TD
Bank”.




          3.6 The defined term “Permitted Acquisition” is hereby deleted in its entirety from Section
1.01 of the Credit Agreement and the following is hereby substituted in its stead:




“‘Permitted Acquisition’ means any Acquisition by Holdings or any
Subsidiary in a transaction that satisfies each of the following
requirements:




     (a) intentionally omitted;




     (b) intentionally omitted;




     (c) receipt by the Administrative Agent of an officer’s certificate of
the Borrower Representative certifying that both before and after giving
effect to such Acquisition, each of the representations and warranties in
the Loan Documents is true and correct (except (i) any such representation
or warranty which relates to a specified prior date and (ii) to the extent
the Administrative Agent has been notified in writing by the Borrower
Representative that any representation or warranty is not correct and the
Administrative Agent has explicitly waived in writing compliance with such
representation or warranty) and no Default or Event of Default exists, will
exist, or would result therefrom;




     (d) as soon as available, but not less than twenty (20) days prior to
the closing date of such Acquisition, the Borrower Representative shall have
provided the Administrative Agent (i) notice of such Acquisition, specifying
the purchase price and closing date, together with a general description of
the acquisition target’s business, (ii) copies of all business and financial
information reasonably requested by the Administrative Agent, from time to
time, including financial statements of the Companies on a Pro Forma Basis
reflecting the financial impact of the Acquisition, (iii) drafts of any
purchase and sale agreement, together with any available schedules and
exhibits, (iv) if available, at least three (3) years of audited financial
statements with respect to the acquisition target (or, if the acquisition
target is a start-up company, any available financial statements of such
acquisition target plus stand-alone projections for such acquisition
target), and (v) intentionally omitted;




     (e) intentionally omitted;



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     (f) if the Accounts and Inventory acquired in connection with such
Acquisition are proposed to be included in the determination of the
Borrowing Base, the Administrative Agent, at its option, shall have
conducted an audit and field examination of such Accounts and Inventory to
its satisfaction;




     (g) intentionally omitted;




     (h) if such Acquisition is an acquisition of the Equity Interests of a
Person, the Acquisition is structured so that the acquired Person shall
become a wholly-owned Subsidiary of Holdings, and may become a Loan Party
pursuant to the terms of this Agreement if such Subsidiary is a Domestic
Subsidiary of a Borrower;




     (i) if such Acquisition is an acquisition of assets, the Acquisition is
structured so that a Borrower or a Subsidiary shall acquire such assets;




     (j) if such Acquisition is an acquisition of Equity Interests, such
Acquisition will not result in any violation of Regulations T, U or X;




     (k) if such Acquisition involves a regulated business, such as firearm
manufacturing, the Borrower Representative has provided evidence reasonably
satisfactory to the Administrative Agent that acquisition target is
compliant with all applicable regulations and has all licenses, permits and
governmental approvals necessary to operate its business and that the
acquiring Loan Party has obtained the necessary consents to the transfer of
such licenses, permits and governmental approvals;




     (l) no Loan Party shall, as a result of or in connection with any such
Acquisition, assume or incur any direct or contingent liabilities (whether
relating to environmental, tax, litigation, or other matters) that could
have a Material Adverse Effect;




     (m) in connection with an Acquisition of the Equity Interests of any
Person, all Liens on property of such Person shall be terminated unless the
Administrative Agent in its Permitted Discretion consents otherwise, and in
connection with an Acquisition of the assets of any Person, all Liens on
such assets shall be terminated;




     (n) the Financial Officer of Holdings shall certify (and provide the
Administrative Agent with a pro forma calculation in form and substance
reasonably satisfactory to the Administrative Agent) to the Administrative
Agent that, immediately after giving effect to the completion of such
Acquisition: (i) on a consolidated basis, the Companies will be in
compliance with all financial covenants set forth in Section 7.12 hereof,
and (ii) intentionally omitted; and




     (o) intentionally omitted.”



          3.7 The following definitions are hereby inserted in Section 1.01 of the Credit Agreement in
appropriate alphabetical order therein:



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“‘Cash Management Agreements’ means, collectively, one or more
agreements entered into from time to time by TD Bank with any Borrower, the
Borrower Representative and/or any Guarantor relating to cash management
services regarding one or more of the Deposit Accounts, as such agreement(s)
may be amended, restated or modified from time to time.”




“‘Master Account’ means that certain deposit account (account number
8245726051) of the Borrower Representative maintained with TD Bank and
described in and subject to the Cash Management Agreements, and such other
account(s) as the Borrowers (or the Borrower Representative) and TD Bank
may, from time to time, designate as master account(s).”




“‘Deposit Account Agreements’ means, collectively, one or more
agreements entered into from time to time by TD Bank with any Borrower, the
Borrower Representative and/or any Guarantor relating to the opening and/or
establishment of one or more Deposit Accounts, as such agreement(s) may be
amended, restated or modified from time to time.”




“‘Deposit Accounts’ means, collectively, those certain deposit
accounts of any Borrower, the Borrower Representative and/or any Guarantor
maintained with TD Bank from time to time pursuant to the Deposit Account
Agreements and described in and subject to the Cash Management Agreements.”



          3.8 The definition of “Funding Office” appearing in Section 1.01 of the Credit Agreement is
hereby deleted in its entirety and the following is hereby substituted in its stead:




“‘Funding Office’ means the office of the Administrative Agent located at
1441 Main Street, Springfield, Massachusetts 01103, or such other office as
Administrative Agent may specify from time to time as its funding office by
written notice to the Borrower Representative.”



          3.9 Section 2.06(b) (Mandatory Repayments of the Revolving Loans) of the Credit Agreement is
hereby deleted in its entirety and the following is hereby substituted in its stead:




     “(b) Mandatory Repayments of Revolving Loans.




     (i) The Borrowers hereby agree to promptly deposit, or cause to
be promptly deposited, into the Deposit Accounts all cash, checks,
electronic funds transfers and all other funds and payments received
by the Borrowers or any other Loan Party. All funds from time to
time deposited into the Deposit Accounts shall be subject to full
cash dominion by the Administrative Agent and shall be deemed
received by the Administrative Agent in accordance with Section
2.20(a) of the Credit Agreement. Subject to the terms and
provisions of the Deposit Account Agreements and the Cash Management
Agreements, the Administrative Agent shall determine the collected
funds in the Master Account on each Business Day. Such collected
funds shall be used to pay the fees and charges owed to TD Bank
pursuant to the Deposit Account Agreements and the Cash Management
Agreements, and then shall be used to pay checks and all other forms
of debit activity that are properly drawn on the Deposit Account(s)
and presented for payment. Subject to



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Section 3.03 of the Credit Agreement, to the extent there
remain excess collected funds in the Master Account after the
payment of the fees, charges and checks as described in the previous
sentence, all such excess collected funds (the “Excess Collected
Funds”) shall be automatically applied, on each Business Day, to
repay the Revolving Loans to the extent then outstanding. Funds
applied to repay Revolving Loans in accordance with the previous
sentence shall be applied first to repay Revolving Loans that are
Base Rate Loans and, then, to repay Revolving Loans that are LIBOR
Loans. After the application of the collected funds in accordance
with this Section 2.06(b)(i), so long as no default or Event of
Default has occurred and is continuing, any Excess Collected Funds
shall remain on deposit in the Master Account, or at the written
request of the Borrower Representative, all or a portion of such
remaining balance shall be deposited into one or more securities
and/or deposit accounts of the Borrowers maintained with the
Administrative Agent.




     (ii) Notwithstanding Section 2.06(b)(i), if at any time the
Revolving Exposure exceeds the lesser of (A) the Revolving
Commitment or (B) the Borrowing Base, the Borrowers shall repay
immediately the Revolving Loans and LC Exposure in an aggregate
amount equal to such excess. Such repayment shall be applied
first, to repay the Revolving Loans until the unpaid
principal balance thereof is $0.00, and second, to cash
collateralize the LC Exposure by depositing any excess in a LC
Collateral Account. In addition, any amounts due under Section
2.20(a) as a result of such repayment shall also be paid.”



          3.10 Section 2.07 of the Credit Agreement is hereby deleted in its entirety and the following
is hereby substituted in its stead: “Section 2.07. Intentionally deleted.”



          3.11 Section 2.08 of the Credit Agreement is hereby deleted in its entirety and the following
are hereby substituted in its stead: “Section 2.08. Intentionally deleted.”



          3.12 Section 2.09(a) of Credit Agreement is hereby deleted in its entirety and the following
are hereby substituted in its stead:




     “(a) General. Subject to the terms and conditions set forth herein,
any Borrower may request the issuance of Letters of Credit for its own account or
the account of any Guarantor, in a form reasonably acceptable to the LC Issuer at
any time and from time to time during the Letter of Credit Availability Period
denominated in Dollars or in one or more Alternative Currencies. In the event of
any inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any Letter of Credit Document, the terms and conditions of this
Agreement shall control. The Existing Letters of Credit shall be deemed Letters of
Credit issued hereunder, and subject to the terms of this Agreement.”



          3.13 The following is hereby inserted as a new paragraph at the end of Section 2.11 (Procedure
for Borrowing) of the Credit Agreement:




“To the extent there are insufficient collected funds in the Master Account
as



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determined on any Business Day to pay the fees and charges and other account
activity described in the fourth sentence of Section 2.06(b) for such
Business Day, Borrowers shall be deemed to have automatically requested the
borrowing of a Revolving Loan in the amount of such insufficiency (the
“Insufficiency”). So long as no default or Event of Default has
occurred and is continuing, and subject to the terms and conditions of this
Agreement, a Revolving Loan will be made to the Master Account on such
Business Day in the amount of the Insufficiency. Subject to Section 2.13 of
this Agreement, each such Revolving Loan shall be a Base Rate Loan.”



          3.14 Section 2.12(a) of the Credit Agreement is hereby deleted in its entirety and the
following is hereby inserted in its stead:




     “(a) Following receipt of a Borrowing Request or upon the occurrence of
an Insufficiency in the Master Account as described in Section 2.11 or a
Conversion/Continuation Notice, subject to the terms and provisions of this
Agreement, the Administrative Agent shall promptly notify each Lender of the
amount of its Applicable Revolving Loan Percentage, under the applicable
Loan or the applicable Loans, and if no timely notice of a conversion or
continuation is provided by the Borrower Representative, the Administrative
Agent shall notify each Lender of the details of any automatic conversion to
Base Rate Loans described in Section 2.11. In the case of Revolving
Borrowing, (i) each appropriate Lender shall make the amount of its Loan
available to the Administrative Agent in Dollars in immediately available
funds at the Administrative Agent’s Office not later than 2:00 p.m. on the
Business Day specified in the applicable Borrowing Request, check or
Conversion/Continuation Notice and (ii) upon satisfaction or waiver of the
applicable conditions set forth in Section 4.02 (and, if such Borrowing is
the initial Borrowing, Section 4.01), the Administrative Agent shall make
all funds so received available to the Borrower Representative in like funds
as received by the Administrative Agent either by (A) crediting the account
of the applicable Borrower or Borrowers on the books of the Administrative
Agent with the amount of such funds or (B) wire transfer of such funds, in
each case in accordance with instructions provided to (and reasonably
acceptable to) the Administrative Agent by the Borrower Representative;
provided, however, that if, on the date a Borrowing Request
with respect to a Revolving Borrowing is given by the Borrower
Representative, there are LC Disbursements and/or LC Borrowings outstanding,
then the proceeds of such Revolving Borrowing, first, shall be
applied to the payment in full of any such LC Disbursements and/or LC
Borrowings, and second, shall be made available to the Borrower
Representative as provided above.”



          3.15 Section 2.18(b) of the Credit Agreement is hereby deleted in its entirety and the
following is hereby substituted in its stead: “(b) Intentionally omitted.”



          3.16 Section 3.03(c) of the Credit Agreement is hereby deleted in its entirety and the
following is hereby substituted in its stead: “(c) Intentionally omitted.”



          3.17 Section 4.02(e) of the Credit Agreement is hereby deleted in its entirety and the
following is hereby substituted in its stead: “(e) Intentionally omitted.”



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          3.18 The word “and” appearing immediately after the semicolon in Section 7.01(h) of the Credit
Agreement is hereby deleted.



          3.19 The period appearing at the end of Section 7.01(i) of the Credit Agreement is hereby
deleted and the following is hereby substituted in its stead: “;”.



          3.20 The following new subsections are hereby inserted immediately after Section 7.01(i) of
the Credit Agreement and immediately before Section 7.02 of the Credit Agreement:




“(j) Indebtedness of any Guarantor incurred as an account party in
respect of Letter(s) of Credit: and




(k) Indebtedness of any Loan Party secured only by patents, patent
applications and registrations, trademarks, trademark applications
and registrations, copyrights, and copyright applications and
registrations of any Loan Party, and any rights related to the
foregoing, provided that after giving effect thereto, the
Companies will remain in compliance with Section 7.12.”



          3.21 The period appearing at the end of Section 7.02(h) of the Credit Agreement is hereby
deleted and the following is hereby substituted in its stead: “;”.



          3.22 The following new subsection is hereby inserted immediately after Section 7.02(h) of the
Credit Agreement and immediately before Section 7.03 of the Credit Agreement:




“(i) Liens solely on patents, patent applications and registrations,
trademarks, trademark applications and registrations, copyrights and
copyright applications and registrations of any Loan Party, and any
rights related to the foregoing, provided that such Liens
secure only Indebtedness permitted by clause (k) of section 7.01.”



          3.23 Section 7.12(b) of the Credit Agreement is hereby deleted in its entirety and the
following is hereby substituted in its stead:




“(b) Consolidated Leverage Ratio. The Companies will not permit the
Consolidated Leverage Ratio, determined for any Test Period ending on any date
during any period set forth below, to be more than the ratio set forth below
opposite such period:



	 	 	 
	Period	 	Ratio
	October 31, 2008 and January 31, 2009

	 	3.25:1.00
	April 30, 2009 and each fiscal quarter thereafter

	 	3.00:1.00





”.



          3.24 Section 10.02(a)(i) of the Credit Agreement is hereby deleted in its entirety and the
following is hereby substituted in its stead:



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          “(i) if to the Administrative Agent at:


TD Bank, N.A.

1441 Main Street

Springfield, MA 01103

Attention: Maria P. Goncalves,

                   Senior Vice President — Commercial Loans

Facsimile No.: (413) 748-8037



with copy to:



Edwards Angell Palmer & Dodge LLP

111 Huntington Avenue

Boston, MA 02199

Attention: Mark I. Fogel, Esq.

Facsimile No.: (617) 227-4420”.




          3.25 Each of Schedule 2.01 (Applicable Percentage), Schedule 5.06(a) (Real
Property), Schedule 5.14 (Material Agreements) and Schedule 6.12 (Depository Banks)
to the Credit Agreement are hereby deleted in their entirety and Schedule 2.01 (Applicable
Percentage), Schedule 5.06(a) (Real Property), Schedule 5.14 (Material Agreements)
and Schedule 6.12 (Depository Banks) attached hereto are hereby substituted in their stead.



     4. Release and Termination of Copyright Security Agreement, Patent Security Agreement and
Trademark Security Agreement. The Administrative Agent hereby affirms the termination and
release of the Copyright Security Agreement, the Patent Security Agreement and the Trademark
Security Agreement. Notwithstanding the foregoing sentence, nothing contained herein is intended
to evidence or acknowledge satisfaction or termination of the Obligations.



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




     5.1. Legal Existence; Organization. Each Credit 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. 1 (and the attached acknowledgements and consents to which such Credit Party is a party)
and the documents executed in connection therewith 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.




     5.2. Enforceability. Each Credit Party has taken all action (corporate or
otherwise) required to make the provisions of this Amendment No. 1 (and the attached
acknowledgements and consents to which such Credit Party is a party) and the documents
executed in connection therewith valid and enforceable obligations of such Credit Party, as
they purport to be. Each Credit Party has duly authorized, executed and delivered this
Amendment No. 1 (and the attached acknowledgements and consents to which such Credit Party
is a party) and the documents executed in connection therewith. This Amendment No. 1 (and
the attached acknowledgements and consents to which such Credit Party is a party) and each
document executed in connection therewith is the legal, valid and binding obligations of
such Credit Party and each is enforceable against such Credit Party in accordance with its
terms.



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     5.3. No Legal Obstacle to Agreements. Neither the execution, delivery or
performance by any Credit Party of this Amendment No. 1 (or the attached acknowledgements
and consents to which such Credit Party is a party) or any document executed in connection
therewith, nor the consummation of any other transaction referred to or contemplated by this
Amendment No. 1 (or the attached acknowledgements and consents to which such Credit Party is
a party) or any document executed in connection therewith, 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 Credit Party is a party or by which such Credit Party is bound, or of the
charter, by-laws or other organizational documents, as applicable, of such Credit
Party;




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




     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 Credit Party; or




     5.3.4 any redemption, retirement or other repurchase obligation of such Credit
Party under any charter, by-law, organizational document, agreement, instrument,
deed or lease to which such Credit Party 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
Credit Party in connection with the execution, delivery and performance by such Credit
Party of this Amendment No. 1 (and the attached acknowledgements and consents to which such
Credit Party is a party) or any document executed in connection therewith or the
consummation of the transactions contemplated hereby or thereby.




     5.4. Defaults. No Default exists or, immediately after giving effect to this
Amendment No. 1, will exist.




     5.5. Incorporation of Representations and Warranties. The representations and
warranties set forth in Article V of the Credit Agreement, as hereby amended, 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 as the same may expressly relate to an earlier date.



     6. Conditions. The effectiveness of this Amendment No. 1 shall be subject to and
shall occur upon the satisfaction of the following conditions:




     6.1 Proper Proceedings. The execution and delivery by the Credit Parties of
this Amendment No. 1 (and the attached acknowledgements and consents to which each such
Credit Party is a party) and the documents executed in connection therewith and the
performance of their respective obligations hereunder and thereunder shall have been
authorized by all necessary proceedings of each of the Credit Parties. All necessary
consents, approvals and authorizations of any governmental or administrative agency or any
other Person with respect to any of the



-12-









 







transactions contemplated by this Amendment No. 1 and the documents executed in
connection therewith shall have been obtained and shall be in full force and effect.




     6.2 Consummation of this Amendment No. 1. The Administrative Agent shall have
received this Amendment No. 1 (with the attached acknowledgements and consents) fully
executed by the parties hereto and thereto.




     6.3 Certificates of Secretary. The Administrative Agent shall have received a
Certificate of each Credit Party dated as of the date hereof and executed by its Secretary
or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors,
members or other body authorizing the execution, delivery and performance of this Amendment
No. 1 and other documents to which it is a party, (B) identify by name and title and bear
the signatures of the Financial Officers and any other officers of such Credit Party
authorized to sign this Amendment No. 1 and such other documents, and (C) certify that there
has been no change in the certificate or articles of incorporation and by-laws of each
Credit Party since November 30, 2007 and that such certificate or articles of incorporation
and by-laws are in full force and effect or, if any such certificate or articles of
incorporation or by-laws have been changed since November 30, 2007, attach a copy of such
certificate or articles of incorporation or by-laws and certify such copy of being true and
correct and in full force and effect.




     6.4 Assignments and Acceptances of Certain Collateral Documents. Toronto
Dominion (Texas), as resigning Administrative Agent, and TD Bank, as successor
Administrative Agent, shall have executed and delivered (a) an Assignment and Acceptance of
Mortgage, Collateral Assignment of Leases and Rents, Security Agreement and Fixture Filing
with respect to the real property located at 2100 Roosevelt Avenue and 299 Page Boulevard,
Springfield, Hampden County, Massachusetts, (b) an Assignment and Acceptance of Mortgage,
Collateral Assignment of Leases and Rents, Security Agreement and Fixture Filing with
respect to the real property located at 19 Aviation Drive, Houlton, Southern Aroostook
County, Maine, and (c) an Assignment and Acceptance of Mortgage, Collateral Assignment of
Leases and Rents, Security Agreement and Fixture Filing with respect to the real property
located at 400 North Main Street, Rochester, Strafford County, New Hampshire.




     6.5 Title Updates and Title Endorsements. The Administrative Agent shall have
received a title update to the loan policies of title insurance issued by Stewart Title
Guaranty Company (policy numbers M-9402-84482, M-9402-84481 and M-9402-84484) in form and
substance acceptable to the Administrative Agent. The Borrowers agree to furnish to the
Administrative Agent, within sixty (60) days of the date hereof, a title endorsement to
each of the title policies described in the preceding sentence reflecting the recording of
the documents described in Section 5.4(d), (e) and (f) above and otherwise in form and
substance acceptable to the Administrative Agent.




     6.5 Cash Management Agreement. The Administrative Agent shall have received
duly executed copies of the Cash Management Agreements, such Cash Management Agreements to
be fully executed by the parties thereto and in form and substance acceptable to the
Administrative Agent.




     6.6 Releases and Terminations of Security Interests in Copyrights, Patents and
Trademarks. The Administrative Agent shall have executed (a) a Release and Termination
of Security Interest in Copyrights with respect to the Copyright Security Agreement, (b) a
Release and Termination of Security Interest in Patents with respect to the Patent Security
Agreement, and (c) a Release and Termination of Security Interest in Trademarks with respect
to the



-13-









 







Trademark Security Agreement.




     6.7 Amendment No. 1 to Pledge and Security Agreement. The Administrative Agent
shall have received an Amendment No. 1 to Pledge and Security Agreement fully executed by
the parties thereto.




     6.8 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. 1, each in form and substance acceptable to the
Administrative Agent.




     6.9 Legal Matters. All legal matters incident to the transactions contemplated
hereby shall be satisfactory to counsel for the Administrative Agent and the Lenders.




     6.10 Fees and Expenses. The Credit Parties shall have paid all fees and
expenses of the Administrative Agent and the Lenders (including the reasonable fees and
expenses of their legal counsel) in connection with this Amendment No. 1 and the documents
executed in connection therewith and the transactions contemplated herein.



     7. Further Assurances. Each of the Credit 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. 1 (and the
attached acknowledgements and consents) and the documents executed in connection therewith.



     8. Release.




     (a) In consideration of the agreements of the Administrative Agent and the Lenders
contained herein and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, each Credit Party, on behalf of itself and its successors,
assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably
releases, remises and forever discharges Administrative Agent, each Lender and their
respective successors and assigns, and their affiliates, subsidiaries, predecessors,
directors, officers, attorneys, employees, agents and other representatives (Administrative
Agent, each Lender and all such other Persons being hereinafter referred to collectively as
the “Releasees”, and individually as a “Releasee”), of and from all demands,
actions, causes of action, suits, covenants, contracts, controversies, agreements, promises,
sums of money, accounts, bills, reckonings, damages and any and all other claims,
counterclaims, defenses, rights of set-off, demands and liabilities whatsoever
(individually, a “Claim”, and collectively, “Claims”) of every name and
nature, known or unknown, suspected or unsuspected, both at law and in equity, which any
Credit Party or any of its successors, assigns, or other legal representatives, may now or
hereafter own, hold, have or claim to have against the Releasees or any of them for, upon,
or by reason of any circumstance, action, cause or thing whatsoever which arises at any time
on or prior to the day and date of this Amendment No. 1 for or on account of, or in relation
to, or in any way in connection with any of the Credit Agreement, as amended by this
Amendment No. 1, the other Loan Documents, or the transactions thereunder or related
thereto.




     (b) Each Credit Party understands, acknowledges and agrees that the release set forth
above may be pleaded as a full and complete defense and may be used as a basis for an
injunction against any action, suit or other proceeding which may be instituted, prosecuted
or attempted in breach of the provisions of such release.



-14-









 






     (c) Each Credit Party agrees that no fact, event, circumstance, evidence or transaction
which could now be asserted or which may hereafter be discovered shall affect in any manner
the final, absolute and unconditional nature of the release set forth above.




     (d) Each Credit Party, on behalf of itself and its respective successors, assigns, and
other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants
and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in
any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released,
remised and discharged by the Credit Parties pursuant to Section 8(a) of this Amendment No.
1. If any Credit Party, or its respective successors, assigns, or other legal
representatives violates the foregoing covenant, each Credit Party, for itself and its
successors, assigns and legal representatives, agrees to pay, in addition to such other
damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and
costs incurred by any Releasee as a result of such violation.



     9. General. The Credit Agreement, as amended hereby, and all of the Loan Documents
are each confirmed as being in full force and effect. The Credit Agreement, as amended hereby, and
the other Loan Documents constitute the entire understanding of the parties with respect to the
subject matter hereof and thereof and supersede all prior and current understandings and
agreements, whether written or oral. This Amendment No. 1 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. 1 by telecopy or in PDF format by electronic mail shall be
effective as delivery of a manually executed counterpart of this Amendment No. 1. This Amendment
No. 1 (and attached acknowledgments and consents) 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.



[Signatures begin on next page]




-15-









 





     Each of the undersigned has caused this Amendment No. 1 to Credit Agreement and Assignment and
Acceptance of Collateral Documents to be executed and delivered by its duly authorized officer as
of the date first above written.



	 	 	 	 	 
	 	Credit Parties:



SMITH & WESSON HOLDING CORPORATION

 	 
	 	By:  	/s/  Michael F. Golden
 	 
	 	 	Michael F. Golden, President 	 
	 	 	 	 
	 	SMITH & WESSON CORP.

 	 
	 	By:  	/s/  Michael F. Golden
 	 
	 	 	Michael F. Golden, President 	 
	 	 	 	 
	 	THOMPSON/CENTER ARMS COMPANY, INC.

 	 
	 	By:  	/s/  Michael F. Golden
 	 
	 	 	Michael F. Golden, President 	 
	 	 	 	 
	 	THOMPSON CENTER HOLDING CORPORATION

 	 
	 	By:  	/s/  Michael F. Golden
 	 
	 	 	Michael F. Golden, President 	 
	 	 	 	 



[Signatures appear on following pages]




[Signature Page to Amendment No. 1 to Credit Agreement]





 









 





	 	 	 	 	 
	 	FOX RIDGE OUTFITTERS, INC.

 	 
	 	By:  	/s/  Michael F. Golden
 	 
	 	 	Michael F. Golden, President 	 
	 	 	 	 
	 	BEAR LAKE HOLDINGS, INC.

 	 
	 	By:  	
/s/  Michael F. Golden
 	 
	 	 	Michael F. Golden, President 	 
	 	 	 	 
	 	K.W. THOMPSON TOOL COMPANY, INC.

 	 
	 	By:  	/s/  Michael F. Golden
 	 
	 	 	Michael F. Golden, President 	 
	 	 	 	 
	 	O.L. DEVELOPMENT, INC.

 	 
	 	By:  	
/s/  Michael F. Golden
 	 
	 	 	Michael F. Golden, President 	 
	 	 	 	 



[Signatures appear on following pages]




[Signature Page to Amendment No. 1 to Credit Agreement]





 









 





     Each of the undersigned has caused this Amendment No. 1 to be executed and delivered by its
duly authorized officer as of the date first above written.



	 	 	 	 	 
	 	Resigning Administrative Agent:



TORONTO DOMINION (TEXAS) LLC,

as resigning Administrative Agent

 	 
	 	By:  	/s/  Deborah Gravinese
 	 
	 	 	Deborah Gravinese, President 	 
	 	 	 	 
	 	Successor Administrative Agent:



TD BANK, N.A.,

as successor 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 	 
	 	 	 	 



[Signatures appear on following pages]




[Signature Page to Amendment No. 1 to Credit Agreement]





 









 








ACKNOWLEDGMENT AND CONSENT

OF

HOLDINGS/THOMPSON/CENTER ARMS GUARANTY





     Each of the undersigned Guarantors, Smith & Wesson Holding Corporation, a Nevada corporation,
and Thompson/Center Arms Company, Inc., a New Hampshire corporation, as parties to the
Holdings/Thompson/Center Arms Guaranty dated as of November 30, 2007 (the
“Holdings/Thompson/Center Arms Guaranty”), hereby consents to Amendment No. 1 to Credit
Agreement and Assignment and Acceptance of Collateral Documents of even date herewith
(“Amendment No. 1”), agrees to the provisions applicable to such Guarantor contained
therein and acknowledges and confirms that the Holdings/Thompson/Center Arms Guaranty and all of
the Loan Documents, are and remain in full force and effect. Each of the undersigned Guarantors
jointly and severally represents to the Administrative Agent and the Lenders that the
representations and warranties set forth in Article V of the Credit Agreement (as that term is
defined in the Amendment No. 1) and Section 10 of the Holdings/Thompson/Center Arms Guaranty and in
the other Loan Documents are each true and correct in all material respects on the date hereof and
on the Amendment Date (as that term is defined in Amendment No. 1) as if originally made on the
date hereof and on the Amendment Date, except as the same may expressly relate to an earlier date.
Delivery of an executed counterpart of a signature page of this Amendment No. 1 by telecopy or in
PDF format by electronic mail shall be effective as delivery of a manually executed counterpart of
this Acknowledgment and Consent of Holdings/Thompson/Center Arms Guaranty.



[Signatures appear on following pages]




 









 





     IN WITNESS WHEREOF, each of the undersigned has executed, or has caused the Acknowledgment and
Consent of Holdings/Thompson/Center Arms Guaranty to be executed and delivered by its duly
authorized officer as of October 31, 2008.



	 	 	 	 	 
	 	Guarantors:



SMITH & WESSON HOLDING CORPORATION

 	 
	 	By:  	
/s/ Michael F. Golden
 	 
	 	 	Michael F. Golden, President 	 
	 	 	 	 
	 	THOMPSON/CENTER ARMS COMPANY, INC.

 	 
	 	By:  	/s/ Michael F. Golden
 	 
	 	 	Michael F. Golden, President 	 
	 	 	 	 



[Signatures appear on following pages]




[Signature Page to Amendment No. 1 to Credit Agreement]





 









 








ACKNOWLEDGMENT AND CONSENT

OF

HOLDINGS/S&W CORP. GUARANTY





     Each of the undersigned Guarantors, Smith & Wesson Holding Corporation, a Nevada corporation,
and Smith & Wesson Corp., a Delaware corporation, as parties to the Holdings/S&W Corp. Guaranty
dated as of November 30, 2007 (the “Holdings/S&W Corp. Guaranty”), hereby consents to
Amendment No. 1 to Credit Agreement and Assignment and Acceptance of Collateral Documents of even
date herewith (“Amendment No. 1”), agrees to the provisions applicable to such Guarantor
contained therein and acknowledges and confirms that the Holdings/S&W Corp. Guaranty and all of the
Loan Documents, are and remain in full force and effect. Each of the undersigned Guarantors jointly
and severally represents to the Administrative Agent and the Lenders that the representations and
warranties set forth in Article V of the Credit Agreement (as that term is defined in the Amendment
No. 1) and Section 10 of the Holdings/S&W Corp. Guaranty and in the other Loan Documents are each
true and correct in all material respects on the date hereof and on the Amendment Date (as that
term is defined in Amendment No. 1) as if originally made on the date hereof and on the Amendment
Date, except as the same may expressly relate to an earlier date. Delivery of an executed
counterpart of a signature page of this Amendment No. 1 by telecopy or in PDF format by electronic
mail shall be effective as delivery of a manually executed counterpart of this Acknowledgment and
Consent of Holdings/S&W Corp. Guaranty.



[Signatures appear on following pages]




 









 





     IN WITNESS WHEREOF, each of the undersigned has executed, or has caused the Acknowledgment and
Consent of Holdings/S&W Corp. Guaranty to be executed and delivered by its duly authorized officer
as of October 31, 2008.



	 	 	 	 	 
	 	Guarantors:



SMITH & WESSON HOLDING CORPORATION

 	 
	 	By:  	/s/ Michael F. Golden
 	 
	 	 	Michael F. Golden, President 	 
	 	 	 	 
	 	SMITH & WESSON CORP.

 	 
	 	By:  	/s/ Michael F. Golden
 	 
	 	 	Michael F. Golden, President 	 
	 	 	 	 



[Signatures appear on following pages]




[Signature Page to Amendment No. 1 to Credit Agreement]





 









 








ACKNOWLEDGMENT AND CONSENT

OF

OPERATING COMPANIES GUARANTY





     Each of the undersigned Guarantors, Smith & Wesson Corp., a Delaware corporation, and
Thompson/Center Arms Company, Inc., a New Hampshire corporation, as parties to the Operating
Companies Guaranty dated as of November 30, 2007 (the “Operating Companies Guaranty”),
hereby consents to Amendment No. 1 to Credit Agreement and Assignment and Acceptance of Collateral
Documents of even date herewith (“Amendment No. 1”), agrees to the provisions applicable to
such Guarantor contained therein and acknowledges and confirms that the Operating Companies
Guaranty and all of the Loan Documents, are and remain in full force and effect. Each of the
undersigned Guarantors jointly and severally represents to the Administrative Agent and the Lenders
that the representations and warranties set forth in Article V of the Credit Agreement (as that
term is defined in the Amendment No. 1) and Section 10 of the Operating Companies Guaranty and in
the other Loan Documents are each true and correct in all material respects on the date hereof and
on the Amendment Date (as that term is defined in Amendment No. 1) as if originally made on the
date hereof and on the Amendment Date, except as the same may expressly relate to an earlier date.
Delivery of an executed counterpart of a signature page of this Amendment No. 1 by telecopy or in
PDF format by electronic mail shall be effective as delivery of a manually executed counterpart of
this Acknowledgment and Consent of Operating Companies Guaranty.



[Signatures appear on following pages]




 









 





     IN WITNESS WHEREOF, each of the undersigned has executed, or has caused the Acknowledgment and
Consent of Operating Companies Guaranty to be executed and delivered by its duly authorized officer
as of October 31, 2008.



	 	 	 	 	 
	 	Guarantors:



SMITH & WESSON CORP.

 	 
	 	By:  	/s/ Michael F. Golden
 	 
	 	 	Michael F. Golden, President 	 
	 	 	 	 
	 	THOMPSON/CENTER ARMS COMPANY, INC.

 	 
	 	By:  	/s/ Michael F. Golden
 	 
	 	 	Michael F. Golden, President 	 
	 	 	 	 



[Signatures appear on following pages]




[Signature Page to Amendment No. 1 to Credit Agreement]





 









 





ACKNOWLEDGMENT AND CONSENT

OF

SUBSIDIARY GUARANTY




     Each of the undersigned Guarantors, Thompson Center Holding Corporation, a Delaware
corporation, Fox Ridge Outfitters, Inc., a New Hampshire corporation, Bear Lake Holdings, Inc., a
Delaware corporation, K.W. Thompson Tool Company, Inc., a New Hampshire corporation, and O.L.
Development, Inc., a New Hampshire corporation, as parties to the Subsidiary Guaranty dated as of
November 30, 2007 (the “Subsidiary Guaranty”), hereby consents to Amendment No. 1 to Credit
Agreement and Assignment and Acceptance of Collateral Documents of even date herewith
(“Amendment No. 1”), agrees to the provisions applicable to such Guarantor contained
therein and acknowledges and confirms that the Subsidiary Guaranty and all of the Loan Documents,
are and remain in full force and effect. Each of the undersigned Guarantors jointly and severally
represents to the Administrative Agent and the Lenders that the representations and warranties set
forth in Article V of the Credit Agreement (as that term is defined in the Amendment No. 1) and
Section 10 of the Subsidiary Guaranty and in the other Loan Documents are each true and correct in
all material respects on the date hereof and on the Amendment Date (as that term is defined in
Amendment No. 1) as if originally made on the date hereof and on the Amendment Date, except as the
same may expressly relate to an earlier date. Delivery of an executed counterpart of a signature
page of this Amendment No. 1 by telecopy or in PDF format by electronic mail shall be effective as
delivery of a manually executed counterpart of this Acknowledgment and Consent of Subsidiary
Guaranty.



[Signatures appear on following pages]




 









 





     IN WITNESS WHEREOF, each of the undersigned has executed, or has caused the Acknowledgment and
Consent of Subsidiary Guaranty to be executed and delivered by its duly authorized officer as of
October 31, 2008.



	 	 	 	 	 
	 	Guarantors:



THOMPSON CENTER HOLDING CORPORATION

 	 
	 	By:  	/s/ Michael F. Golden
 	 
	 	 	Michael F. Golden, President 	 
	 	 	 	 
	 	FOX RIDGE OUTFITTERS, INC.

 	 
	 	By:  	/s/ Michael F. Golden
 	 
	 	 	Michael F. Golden, President 	 
	 	 	 	 
	 	BEAR LAKE HOLDINGS, INC.

 	 
	 	By:  	/s/ Michael F. Golden
 	 
	 	 	Michael F. Golden, President 	 
	 	 	 	 
	 	K.W. THOMPSON TOOL COMPANY, INC.

 	 
	 	By:  	/s/ Michael F. Golden
 	 
	 	 	Michael F. Golden, President 	 
	 	 	 	 
	 	O.L. DEVELOPMENT, INC.

 	 
	 	By:  	/s/ Michael F. Golden
 	 
	 	 	Michael F. Golden, President 	 
	 	 	 	 



[Signature Page to Amendment No. 1 to Credit Agreement]




 









 








Schedule 2.01




APPLICABLE PERCENTAGE




Term Loan




	 	 	 	 	 	 	 	 	 
	Lender	 	Commitment	 	Applicable
Percentage
	TD Bank, N.A.
	 	$	7,834,899.73	 	 	 	100	%
	Total
	 	$	7,834,899.73	 	 	 	100	%






Real Estate Loan




	 	 	 	 	 	 	 	 	 
	Lender	 	Commitment	 	Applicable
Percentage
	TD Bank, N.A.
	 	$	5,468,500.50	 	 	 	100	%
	Total
	 	$	5,468,500.50	 	 	 	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

Holten, 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






	 	 	 
	Sublessor	 	Location of Property
	 
	 	 
	Smith & Wesson Holding Corporation

	 	7377 E. Doubletree Ranch Rd., Ste. 200

Scottsdale, AZ 85258






Schedule
- 5.06(a)




 









 








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.





Schedule - 5.14




 









 








Schedule 6.12




DEPOSITORY BANKS





[Schedule Provided To Lender]




Schedule - 6.12