exv10w57xdy






Exhibit 10.57(d)




SMITH & WESSON HOLDING CORPORATION

AND

CERTAIN AFFILIATED ENTITIES




AMENDMENT NO. 4 TO CREDIT AGREEMENT 




     This Amendment No. 4 to Credit Agreement (this “Amendment No. 4”) dated as of December
3, 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
Universal Safety Response, Inc., a Delaware corporation (“USR” together with Holdings, S&W
Corp. and TCAC, the “Borrowers” and each individually, a “Borrower”), 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”,
together with the Borrowers, TCHC, Fox Ridge, Bear Lake, and K.W. Thompson, 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 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, that certain Amendment No. 2 to Credit Agreement dated as of March 12, 2009, and that certain
Amendment No. 3 and Joinder to Credit Agreement dated as of July 20, 2009 (as so amended and as it
may be further amended from time to time, the “Credit Agreement”); and



     WHEREAS, the Loan Parties, the Administrative Agent and the Lenders wish to enter into this
Amendment No. 4 to increase the Revolving Commitment, to extent the Revolving Maturity Date and to
amend certain provisions of the Credit Agreement to reflect the results of a recent collateral
field audit performed by or on behalf of the Administrative Agent, 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. Amendments to Credit Agreement. The parties hereto hereby agree that, effective on
the Amendment Date, the Credit Agreement is hereby amended as follows:



          3.1 Section 1.01 of the Credit Agreement is hereby amended by deleting the definitions of
““Borrowing Base,” “Permitted Encumbrances,” “Reserves,” “Revolving
Commitment,” and “Revolving Maturity Date” in their entirety and substituting the
following therefor:




          ““Borrowing Base” means, at any time, the sum of (a) 80% of Eligible Accounts at such
time, plus (b) 50% of Eligible “Do Not Mail” Accounts, plus (c) the lesser of (i)
Fifteen Million Dollars ($15,000,000), or (ii) the aggregate of (x) 60% of Eligible Inventory,
valued at the lower of cost or market value, determined on a first-in-first-out basis, at such
time, and (y) 45% of Eligible Demo Inventory, valued at the lower of cost or market value,
determined on a first-in-first-out basis, at such time. The Administrative Agent may, in its
Permitted Discretion, reduce the advance rates set forth above or reduce one or more of the other
elements used in computing the Borrowing Base.”




          ““Permitted Encumbrances” means:




          (a) Liens imposed by law for taxes that are not yet due or are being contested in compliance
with Section 5.10;




          (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens
imposed by law, arising in the ordinary course of business and securing obligations that are not
overdue by more than thirty (30) days or are being contested in compliance with Section 5.06;




          (c) pledges and deposits made in the ordinary course of business in compliance with workers’
compensation, unemployment insurance and other social security laws or regulations;




          (d) deposits to secure the performance of bids, trade contracts, leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in
each case in the ordinary course of business;




          (e) judgment liens in respect of judgments that do not constitute an Event of Default under
Section 8.01(k);




          (f) Liens granted by USR to Zurich America Insurance Company, it subsidiaries and affiliates
(“Zurich”) pursuant to an Agreement of Indemnity dated July 20, 2009, in certain Equipment,
Accounts and Inventory used in government contracts bonded by





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Zurich, to the extent consented to by
the Administrative Agent by that certain Consent, Waiver
and Release Agreement dated or to be dated as of November 4, 2009, among the Loan Parties,
the Administrative Agent and the Lenders; and




          (g) easements, zoning restrictions, rights-of-way and similar encumbrances on real property
imposed by law or arising in the ordinary course of business that do not secure any monetary
obligations and do not materially detract from the value of the affected property or interfere with
the ordinary conduct of business of the Borrower or any Subsidiary;



provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness
other than provided in (f) above.”




          ““Reserves” means any and all reserves which the Administrative Agent deems necessary,
in its Permitted Discretion, to maintain (including, without limitation, reserves for accrued and
unpaid interest on the Obligations, reserves for rent at locations leased by any Loan Party and for
consignee’s, warehousemen’s and bailee’s charges, reserves for dilution of Accounts, reserves for
Inventory shrinkage, the Excise Tax Reserve, the Progress Billing Reserve, reserves for customs
charges and shipping charges related to any Inventory in transit, reserves for contingent
liabilities of any Loan Party, reserves for uninsured losses of any Loan Party, reserves for
uninsured, underinsured, unindemnified or under indemnified liabilities or potential liabilities
with respect to any litigation and reserves for taxes, fees, assessments, and other governmental
charges) with respect to the Collateral or any Loan Party.”




        
  ““Revolving Commitment” means the commitment of the Lenders to make Revolving Loans
and the LC Issuer to issue Letters of Credit hereunder, as such commitment may be reduced from time
to time pursuant to Section 2.16. The initial amount of the Lenders’ Revolving Commitment is
$60,000,000. Each Lender’s Revolving Commitment is set forth on Schedule 2.01 or in the Assignment
Assumption to which such Lender becomes a party hereto, as applicable as such amount may be
adjusted from time to time in accordance with this Agreement.”




      
    ““Revolving Maturity Date” means November 30, 2013 or any earlier date on which the
Revolving Commitment is reduced to zero or otherwise terminated pursuant to the terms hereof.”




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




      
    ““Bonded Accounts” means any Account arising from a transaction in which a Loan
Party’s performance is or has been supported or secured by a performance bond, and such Account
secures, or is subject to, the claim of a bonding company, insurer or indemnitor.”




      
    ““Bonded Inventory” means any and all Inventory used or to be used by a Loan Party in
a transaction in which such Loan Party’s performance is or has been supported or




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secured by a
performance bond or similar undertaking, and such Inventory secures, or is subject to, the claim of
a bonding company, insurer or indemnitor.”




       
   ““Eligible Demo Inventory” means any and all finished goods inventory of S&W Corp. or
TCAC which consists of (i) firearms located at any field school or training facility, and (ii)
firearms in the possession of sales employees or agents of either S&W Corp. or TCAC, provided that
such agency is created pursuant to a written agency agreement between the agent and either S&W
Corp. or TCAC.”




      
    ““Eligible “Do Not Mail” Accounts” means any Account arising from transaction with a
law enforcement agency where a portion of the purchase consideration is the delivery of used
weapons to a Loan Party.”




      
    ““Excise Tax Reserve” means a reserve established in an amount equal to the accrued
and unpaid excise taxes not paid when due, from time to time, from any Loan Party to any
Governmental Authority, including without limitation, any amounts due with respect to any United
States firearm and ammunition excise taxes. The amount of the reserve shall be determined on and
as of each date a Borrowing Base Certificate is submitted to the Administrative Agent based upon
then accrued and unpaid excise taxes owing by the Loan Parties on such date, whether or not then
due and payable.”




       
   ““Progress Billings Reserve” means a reserve equal to 5% of any Accounts of USR that
constitute invoices on account of progress billings under a contract with an Account Debtor.




          3.3 In Section 1.01(a) of the Credit Agreement the definition of “Eligible Accounts”
is hereby amended by (i) deleting clauses (a), (h) and (n), and (ii) inserting the following the
following provisions in their place as indicated:




          “(a) which is not subject to a first priority perfected security interest in favor of the
Administrative Agent or is otherwise subject to a Permitted Encumbrance;”




          “(h) for which the goods giving rise to such Account have not been shipped to the Account
Debtor or for which the services giving rise to such Account have not been performed by any
Operating Company or if such Account was invoiced more than once, including, without limitation,
so-called “Do not mail” Accounts due from any law enforcement agency;”




          “(n) which is owed by any Governmental Authority unless, with respect to (i) the government
(or any department, agency, public corporation, or instrumentality thereof) of any country other
than the U.S., such Account is backed by a letter of credit acceptable to the Lender which is in
the possession of the Lender, or (ii) the government of the U.S. any department, agency, public
corporation, or instrumentality thereof, or any state or local government authority, such Account
is subject to the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et
seq. and 41 U.S.C. § 15 et seq.) or its state or local equivalent,




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and any
all steps necessary to perfect the Lien of the Administrative Agent in such Account have been
complied with to the Administrative Agent’s satisfaction;”




          3.4 In Section 1.01(a) of the Credit Agreement the definition of “Eligible Accounts”
is hereby further amended by (i) deleting, at the end of clause (w), the word “or”, (ii)
deleting the “.” at the end of clause (x), and inserting “; “ in its stead, and (iii)
inserting the following clauses (y) and (z):




          “(y) which is subject to an invoiced discount, or accrued distributor incentives, accrued
advertising incentives, accrued sales incentive or other credits or discounts unless and until such
discounts, incentives and credits have been identified to the Administrative Agent and expressly
deducted from the Account to reflect the net Account balance due, in which case the net Account
will be included as an Eligible Account; and




          (z) which is a Bonded Account or an Eligible “Do Not Mail” Account.”




          3.5 In Section 1.01(a) of the Credit Agreement the definition of “Eligible Inventory”
is hereby amended by inserting at the end of the definition the following new sentence:




          “Notwithstanding anything in this definition to the contrary, the term “Eligible Inventory”
shall also exclude the following Inventory: Eligible Demo Inventory, inventory used as samples, for
sale demonstrations and is otherwise in possession of any third party (other than an agent of a
Loan Party pursuant to a written agency agreement); inventory in transit unless it is between Loan
Party locations and is in the sole control of any Borrower; inventory consigned to any Person,
including any field school or other training facility of such third party; inventory leased by any
Loan Party to any Person; and any Bonded Inventory.”




          3.6 Section 5.06(b) of the Credit Agreement is hereby deleted in its entirety and the
following is hereby substituted in its stead:




          “(b) Each Loan Party and each Subsidiary owns, or is licensed to use, all trademarks,
tradenames, copyrights, patents and other intellectual property necessary to its business as
currently conducted and the use thereof by the Loan Parties and the Subsidiaries does not infringe
in any material respect upon the rights of any other Person, and the Loan Parties’ rights thereto
are not subject to any licensing agreement or similar arrangement.”




          3.7 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; provided,
however, Schedule 5.06(b) is hereby deleted in its entirety.




          3.8 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.





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



          4.1. 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. 4 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.




          4.2. Enforceability. Each Loan Party has taken all action (corporate or otherwise)
required to make the provisions of this Amendment No. 4 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. 4 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.




          4.3. No Legal Obstacle to Agreements. Neither the execution, delivery or performance
by any Loan Party of this Amendment No. 4 or any document executed in connection herewith nor the
execution, delivery or performance by any Loan Party, nor the consummation of any other transaction
referred to or contemplated by this Amendment No. 4, any document executed in connection herewith,
nor the fulfillment of the terms hereof or thereof, has constituted or resulted in or will
constitute or result in:





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




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




          4.3.3 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




          4.3.4 any redemption, retirement or other repurchase obligation of such Loan Party
under any charter, by-law, organizational document, agreement, instrument, deed or lease to
which such Loan 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 Loan
Party in connection with the execution, delivery and performance by such Loan



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Party of this
Amendment No. 4 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.




          4.4. Defaults. No Default exists or, immediately after giving effect to this
Amendment No. 4, will exist.




          4.5. 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 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.




     5. Conditions. This Amendment No. 4 shall become effective upon the date when each of
the following conditions precedent have been satisfied (the “Amendment No. 4 Effective
Date”):



          5.1 Corporate Matters. (a) 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 the Loan Parties and any other legal matters
relating to the Loan Parties, this Amendment No. 4, and the other Loan Documents.




          (b) The Administrative Agent shall have received evidence, in form and substance reasonably
satisfactory to the Administrative Agent and its counsel, as to the authorization by each Loan
Party, including, without limitation, approval by the Board of Directors of Holdings, of this
Amendment No. 4 and any and all other documents, instruments and agreements contemplated hereby or
thereby or executed and delivered in connection herewith or therewith.




          5.2 Consummation of this Amendment No. 4. The Administrative Agent shall have
received this Amendment No. 4 fully executed by the parties hereto.




          5.3 Other Amendments. The Administrative Agent shall have received a Third Amended
and Restated Revolving Line of Credit Note in the form of Exhibit A-1 annexed hereto.




          5.4 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





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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.




          5.5 Existing USR Debt; Liens. The Administrative Agent shall have received evidence
that, as of the date hereof, the assets and properties of USR are not subject to any Liens (other
than Liens permitted to remain outstanding in accordance with Section 7.02 of the Credit Agreement,
as amended hereby).




          5.6 Legal Opinions. The Administrative Agent shall have received a favorable opinion
(addressed to the Administrative Agent and the Lenders and dated as of the Amendment No. 4
Effective Date) of Greenberg Traurig LLP, counsel to the Loan Parties, with respect to the Loan
Parties, this Amendment No. 4, 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.




          5.7 Officer Certificate Regarding Representations and Absence of Defaults. The
Administrative Agent shall have received a certificate, dated the Amendment No. 4 Effective Date
and signed by a officer of the Borrower Representative, confirming that both before and after
giving effect to this Amendment No. 4, each of the representations in the Loan Documents is true
and correct and no Default or Event of Default exists or would result therefrom.




          5.8 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 entered into or obtained since the Third Amendment Date.




          5.9 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. 4, each in form and substance acceptable to the Administrative Agent.




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




          5.11 Fees and Expenses. The Loan Parties shall have paid or provided for payment of
all fees and expenses of the Administrative Agent (including the reasonable fees and expenses of
its legal counsel) in connection with this Amendment No. 4 and the documents executed in connection
herewith and the transactions contemplated herein.




     6. 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



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necessary or advisable to carry out the intent and purposes of this Amendment No. 4 (and the
attached acknowledgements and consents) and the documents executed in connection therewith.



     7. 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, 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. 4 by
the Administrative Agent and the Lenders.



     8. General. Except as specifically amended hereby or by any of the amendments
referred to in Section 5.3 and Section 5.4 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. 4 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. 4 by telecopy or in PDF format by electronic
mail shall be effective as delivery of a manually executed counterpart of this Amendment No. 4.
This Amendment No. 4 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.



     9. Waiver. The Administrative Agent and the Lenders hereby confirm that the
Administrative Agent and the Lenders have not yet declared any Potential Event of Default to be an
Event of Default. The Administrative Agent and the Lenders hereby waive any Event of Default that
would have resulted from the failure to timely satisfy any requirement of the Post-Closing Letter.
The parties acknowledge and agree that the foregoing waiver is limited solely to the Post-Closing
Letter and does 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.



[Signature pages follow]




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     Each of the undersigned has caused this Amendment No. 4 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 	 
	 	 	 	 
	 




 











 





Exhibit A-1




THIRD AMENDED AND RESTATED

REVOLVING LINE OF CREDIT NOTE




			
	$60,000,000.00
	 	December 3, 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., a national banking association (the “Lender”), at the place and times
provided in the Credit Agreement referred to below the principal sum of



SIXTY MILLION DOLLARS AND 00 CENTS ($60,000,000.00)



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 Third 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 Third 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 Third 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 Third 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 Third 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 THIRD 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 Third 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 Third Amended and Restated Revolving Line of
Credit Note, the Credit Agreement and the other Loan Documents.



     The liability of the Borrowers under this Third 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 Second Amended and Restated Revolving Line of
Credit Note dated July 20, 2009, in the original principal amount of $40,000,000 made by Holdings,
S&W Corp., TCAC and USR to the order of the Lender (the “Second Amended and Restated
Note”). All amounts outstanding under the Second Amended and Restated Note shall be deemed to
be outstanding hereunder for all purposes. This Third Amended and Restated Revolving Credit Note
replaces the Second Amended and Restated Note to the Borrowers, and the return of the Second
Amended and Restated Note to the Borrowers (which shall each be marked “Cancelled by
Substitution”) does not constitute a discharge, release or satisfaction of the indebtedness
evidenced by the Second Amended and Restated Note. This Third 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 *





 









 








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



	 	 	 	 	 
	Witnesses: 	 Borrowers:

SMITH & WESSON HOLDING CORPORATION

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



	 	 	 	 	 
	 	SMITH & WESSON CORP.

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

Treasurer 	 
	 



	 	 	 	 	 
	 	THOMPSON/CENTER ARMS COMPANY, INC.

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

Treasurer 	 
	 



	 	 	 	 	 
	 	UNIVERSAL SAFETY RESPONSE, INC.

 	 
	 	By:  	 	 
	 	 	Matthew A. Gelfand 	 
	 	 	President 	 



 









 







	 	 	 	 	 



Exhibit D




Form of Borrowing Base Certificate




TD Bank, N.A., as Administrative Agent

Borrowing Base Certificate




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Smith & Wesson	 	 	Thompson/Center	 	 	 	 	 	 	 
	 	 	Corp.	 	 	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	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Contras/Discounts/Sales
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Incentives/Advertising
Credits
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Foreign/Government **
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Employees
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Intercompany
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	15% Concentration Rule
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Retainage
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	37.5% of Eligible Do Not Mail
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	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	 	 	Thompson/Center	 	 	 	 	 	 	 
	 	 	Corp.	 	 	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	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Shrinkage
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Inventory Held on
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Consignment and demo
inventory with third parties
In transit with third parties
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	25% of Eligible Demo
Inventory 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	In the possession of a bailee, warehouseman,
processor or lessee *
 
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	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 
	 	$	15,000,000.00	 	 	 	 	 	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	*	 	Without prior written consent




 









 










	 	 	 	 	 
	Total Borrowing Base per Advance Formula:
	 	$	 	 
	 
	 	 	 
	Less Accounts Payable to Processor
	 	$	 	 
	 
	 	 	 
	Less Reserves
	 	$	 	 
	 
	 	 	 
	Less US$ Equivalent Letters of Credit
	 	$	 	 
	 
	 	 	 
	Total Eligible Collateral
	 	$	 	 
	 
	 	 	 
	Revolving Credit Line Amount: (lesser of $60,000,000 or Total Eligible Collateral)
	 	$	 	 
	 
	 	 	 
	Less Sub Debt Lenders Reserve on Credit Line Limit:
	 	$	 	 
	 
	 	 	 
	Less 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:
	 

	 	 







 











 





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 -  1.01




 









 








Schedule 2.01




Applicable Percentage




Revolving Loan




	 	 	 	 	 	 	 	 	 	 
	Lender	 	Commitment	 	Applicable Percentage	 
	TD Bank, N.A.
	 	$	60,000,000	 	 	 	100%	
	Total
	 	$	60,000,000	 	 	 	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 and 113 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






Subleased Real Property




	 	 	 
	Tenant	 	Location of Property
	Universal Safety Response, Inc.

	 	Suite 503 of Aspen Grove Business Center

416 Mary Lindsay Polk Drive

Franklin, TN






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.	 	Master Supply Agreement, dated August 1, 2001, by and between Remington Arms Company, Inc.
and S&W Corp.
	 
	4.	 	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.
	 
	5.	 	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.
	 
	6.	 	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.
	 
	7.	 	2001 Stock Option Plan.
	 
	8.	 	2004 Incentive Stock Plan.
	 
	9.	 	2004 Incentive Compensation Plan Restricted Stock Unit Award Agreement.
	 
	10.	 	Employment Agreement, dated November 12, 2007, by and between Holdings and Michael F. Golden.
	 
	11.	 	USR 401(k) Plan.
	 
	12.	 	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.
	 
	13.	 	Agreement of Indemnity, dated July 20, 2009, by and among the Borrower and the Guarantors, as
contractor and indemnitors, and Zurich American Insurance Company and its subsidiaries and
affiliates.





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



S&W Corp. has entered into a Licensing Agreement, effective as of November 1, 2009, executed by S&W
Corp., as licensor, and Identity Protection Corporation, as licensee, with respect to the licensing
of certain marks owned by S&W Corp. Identity Protection Corporation is affiliated with a board
member of Holdings.




Schedule -  5.20





 










 





Schedule 6.12




DEPOSITORY BANKS



[Schedule Provided To Lender]


 









 





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