exv10w57xcy







EXHIBIT 10.57(c)




SMITH & WESSON HOLDING CORPORATION

AND

CERTAIN AFFILIATED ENTITIES




AMENDMENT NO. 3 AND JOINDER TO CREDIT AGREEMENT 




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



RECITALS:




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



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



 









 




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




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



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



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



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



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



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



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



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




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



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



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



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



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



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




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




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





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




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




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




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




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




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




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




          “Third Amendment Date” means July 20, 2009.




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




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




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




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




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




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




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




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



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




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




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





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




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




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




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




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



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




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




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




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




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



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




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




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




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




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




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




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




          6.8 Consummation of the USR Acquisition.




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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



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



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




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



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



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



-11-









 




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




[Signature pages follow]




-12-









 





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



	 	 	 	 	 
	 	Loan Parties:


SMITH & WESSON HOLDING CORPORATION

 	 
	 	By:  	/s/ William F. Spengler
 	 
	 	 	William F. Spengler 	 
	 	 	Executive Vice President, Chief Financial
Officer and Treasurer 	 
	 
	 
	 	SMITH & WESSON CORP.

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

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

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



[Signatures appear on following pages]





 









 






	 	 	 	 	 
	 	FOX RIDGE OUTFITTERS, INC.

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

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

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

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

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



[Signatures appear on following page]




 









 







	 	 	 	 	 
	 	Administrative Agent:

TD BANK, N.A.,
as Administrative Agent

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

TD BANK, N.A., as sole Lender

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