exv10w59



 





Exhibit 10.59




COPYRIGHT SECURITY AGREEMENT




     Copyright Security Agreement, dated as of November 30, 2007, by Smith & Wesson Corp., a
Delaware corporation, and Thompson/Center Arms Company, Inc., a New Hampshire corporation,
(collectively, the “Pledgors”), in favor of Toronto Dominion (Texas) LLC, in its capacity
as Administrative Agent pursuant to the Credit Agreement (in such capacity, the “Administrative
Agent”).



WITNESSETH:




     WHEREAS, the Pledgors are party to a Pledge and Security Agreement, dated as of November 30,
2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Security
Agreement”) in favor of the Administrative Agent pursuant to which the Pledgors are required to
execute and deliver this Copyright Security Agreement;



     NOW, THEREFORE, in consideration of the premises and to induce the Administrative
Agent, for the benefit of the Secured Parties, to enter into the Credit Agreement, the Pledgors
hereby agree with the Administrative Agent as follows:



     SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the
Security Agreement and used herein have the meaning given to them in the Security Agreement.



     SECTION 2. Confirmation of Grant of Security Interest in Copyright Collateral. The
Pledgors hereby confirm the grant to the Administrative Agent for the benefit of the Secured
Parties in the Security Agreement of a lien on and security interest in and to all of their right,
title and interest in, to and under all the following Pledged Collateral of the Pledgors:




     (a) Copyrights of the Pledgors, including but not limited to the Copyrights listed on
Schedule A attached hereto, in each case whether now owned or existing or hereafter
acquired or arising and wherever located; and




     (b) all Proceeds of any and all of the foregoing (other than Excluded Property).



     SECTION 3. Security Agreement. The Pledgors hereby acknowledge and affirm that the
rights and remedies of the Administrative Agent with respect to the security interest in the
Copyrights confirmed hereby are more fully set forth in the Security Agreement, the terms and
provisions of which are incorporated by reference herein as if fully set forth herein. In the
event that any provision of this Copyright Security Agreement is deemed to conflict with the
Security Agreement, the provisions of the Security Agreement shall control unless the
Administrative Agent shall otherwise determine.



     SECTION 4. Termination. Upon the payment in full of the Obligations (other than
contingent indemnification obligations) and automatic termination of the Security Agreement, the
Administrative Agent shall execute, acknowledge, and deliver to the Pledgors an instrument in
writing in recordable form evidencing the release of the collateral pledge, grant, assignment,



 









 







lien and security interest in the Copyrights under the Security Agreement and this Copyright
Security Agreement.



     SECTION 5. Counterparts. This Copyright Security Agreement may be executed in any
number of counterparts, all of which shall constitute one and the same instrument, and any party
hereto may execute this Copyright Security Agreement by signing and delivering one or more
counterparts.



[Signature Page Follows]




-2-









 








[Signature Page to Smith & Wesson Corp. Copyright Security Agreement]




     IN WITNESS WHEREOF, the Pledgors have caused this Copyright Security Agreement to be
executed and delivered by its duly authorized offer as of the date first set forth above.



	 	 	 	 	 
	 	Very truly yours,





SMITH & WESSON CORP.

 	 
	 	By:  	
/s/ John A. Kelly	 
	 	 	Name:  	John A. Kelly 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	THOMPSON/CENTER ARMS COMPANY, INC.

 	 
	 	By:  	/s/ John A. Kelly 	 
	 	 	Name:  	John A. Kelly 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	Accepted and Agreed:




TORONTO DOMINION (TEXAS) LLC,

as Administrative Agent

 	 	 
	By:  	/s/ Ian Murray	 	 
	 	Name:  	Ian Murray 	 	 
	 	Title:  	Authorized Signatory	 	 



 









 






	 	 	 	 	 



SCHEDULE A

COPYRIGHTS




	 	 	 	 	 	 	 
	Title	 	Reg. No.	 	Reg. Date	 	Claimant
	Smith & Wesson .40 caliber revolving rifle, circa 1875

	 	VA-955-561
	 	3/31/99
	 	Smith & Wesson Corporation
	Smith & Wesson model 3 Russian second model cut-away, 

circa 1872

	 	VA-955-562
	 	3/31/99
	 	Smith & Wesson Corporation
	Smith & Wesson model 3 experimentals, circa 1872

	 	VA-955-563
	 	3/31/99
	 	Smith & Wesson Corporation
	Smith & Wesson custom deluxe 125th
anniversary commemorative, 1977

	 	VA-955-564
	 	3/31/99
	 	Smith & Wesson Corporation
	Smith & Wesson N frame, caliber .38 Colt super circa
1930

	 	VA-955-565
	 	3/31/99
	 	Smith & Wesson Corporation
	Smith & Wesson 1976 reproductions, circa 1976

	 	VA-955-566
	 	3/31/99
	 	Smith & Wesson Corporation
	Jewelry store handguns, circa 1893

	 	VA-955-567
	 	3/31/99
	 	Smith & Wesson Corporation
	Smith & Wesson .44 hammerless, circa 1886

	 	VA-955-568
	 	3/31/99
	 	Smith & Wesson Corporation
	Smith & Wesson and the Olympics, circa 1908-1988

	 	VA-955-569
	 	3/31/99
	 	Smith & Wesson Corporation
	Smith & Wesson .30 caliber M-1 carbine and revolver,
circa 1943

	 	VA-955-570
	 	3/31/99
	 	Smith & Wesson Corporation
	Smith & Wesson .44 solid frame model 3, circa 1862

	 	VA-955-571
	 	3/31/99
	 	Smith & Wesson Corporation
	Joseph Wesson experimental pistols, circa 1898

	 	VA-955-572
	 	3/31/99
	 	Smith & Wesson Corporation
	Shooting Thompson/Center black powder guns

	 	TX 1-398-363
	 	08/21/94
	 	K.W. Thompson Tool
Company, Inc. d/b/a
Thompson/Center Arms
Company, Inc.