exv10w65



 





Exhibit 10.65




SUBSIDIARY GUARANTY




     THIS SUBSIDIARY GUARANTY (as amended, restated, supplemented or otherwise modified from time
to time, this “Agreement”), dated as of November 30, 2007, is made by and among each of the
guarantors listed on the signature pages hereof and those additional entities that hereafter become
guarantors hereunder by executing a joinder agreement substantially in the form of Exhibit
A hereto (each a “Subsidiary Guarantor” and collectively the “Subsidiary
Guarantors”), and Toronto Dominion (Texas) LLC, as administrative agent (in such capacity, the
“Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement
referred to below).



     Reference is made to that certain Credit Agreement, dated as of the date hereof (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Smith &Wesson Holdings Corporation, a Nevada corporation (“Holdings”), Smith & Wesson
Corp., a Delaware corporation (“S&W Corp.”), Thompson/Center Arms Company, Inc., a New
Hampshire corporation (“TCAC”) (Holdings, S&W Corp. and TCAC are, individually,
“Borrower”, and collectively, “Borrowers”), the lenders party from time to time
party thereto (the “Lenders”), and the Administrative Agent. Capitalized terms used and
not defined herein are used with the meanings assigned to such terms in the Credit Agreement.



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



     Accordingly, the parties hereto agree as follows:



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



     SECTION 2. Obligations Not Waived. To the fullest extent permitted by applicable law, each
Subsidiary Guarantor waives presentment to, demand of payment from and protest to the Borrowers or
any other Person of any of the Obligations, and also waives notice of acceptance of its guarantee,
notice of protest for nonpayment and all other formalities. To the fullest extent permitted by
applicable law, the Guarantee of each Subsidiary Guarantor hereunder



 









 




shall not be affected by (a) the failure of any Loan Party to assert any claim or demand or to
enforce or exercise any right or remedy against the Borrowers or any Guarantor under the provisions
of the Credit Agreement, any other Loan Document or otherwise; (b) any extension, renewal or
increase of or in any of the Obligations; (c) any rescission, waiver, amendment or modification of,
or any release from, any of the terms or provisions of this Agreement, the Credit Agreement, any
other Loan Document, any guarantee or any other agreement or instrument, including with respect to
any Guarantor under the Loan Documents; (d) the release of (or the failure to perfect a security
interest in) any of the security held by or on behalf of the Administrative Agent or any other
Secured Party; or (e) the failure or delay of any Secured Party to exercise any right or remedy
against the Borrowers or any Guarantor of the Obligations.




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



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



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



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



     SECTION 7. Agreement to Pay; Subordination. In furtherance of the foregoing and not in
limitation of any other right that the Administrative Agent or any other Secured Party has at law
or in equity against each Subsidiary Guarantor by virtue hereof, upon the failure of the Borrowers
or any other Loan Party to pay any Secured Obligation when and as the same shall become due,
whether at maturity, by acceleration, after notice of prepayment or otherwise, each Subsidiary
Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative
Agent or such other Secured Party as designated thereby in cash an amount equal to the unpaid
principal amount of such Obligations then due, together with accrued and unpaid interest and fees
on such Obligations. Upon payment by each Subsidiary Guarantor of any sums to the Administrative
Agent or any Secured Party as provided above, all rights of each Subsidiary Guarantor against the
Borrowers arising as a result thereof by way of right of subrogation, contribution, reimbursement,
indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the
prior indefeasible payment in full in cash of all the Obligations. In addition, any indebtedness
of the Borrowers or any Subsidiary now or hereafter held by each Subsidiary Guarantor that is
required by the Credit Agreement to be subordinated to the Obligations is hereby subordinated in
right of payment to the prior payment in full of the Obligations. If any amount shall be paid to
any Subsidiary Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity
or similar right or (ii) any such indebtedness at any time when any Secured Obligation then due and
owing has not been paid, such amount shall be held in trust for the benefit of the Secured Parties
and shall forthwith be paid to the Administrative Agent to be credited against the payment of the
Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.



     SECTION 8. General Limitation on Guarantee Obligations. In any action or proceeding involving
any state corporate law, or any state, Federal or foreign bankruptcy, insolvency, reorganization or
other law affecting the rights of creditors generally, if the obligations of any Subsidiary
Guarantor under this Agreement would otherwise be held or determined to be void, voidable, invalid
or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of
its liability under this Agreement, then, notwithstanding any other provision to the contrary, the
amount of such liability shall, without



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any further action by any Subsidiary Guarantor, any creditor or any other Person, be
automatically limited and reduced to the highest amount that is valid and enforceable and not
subordinated to the claims of other creditors as determined in such action or proceeding.




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



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



     SECTION 11. Termination. The Guaranties made hereunder shall terminate when (i) the principal
of and premium, if any, and interest (including interest accruing during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) on all Loans; and (ii) all other Obligations then due and owing, have
in each case been indefeasibly paid in full in cash and the Lenders have no further commitment to
lend under the Credit Agreement; provided that any such Subsidiary Guaranty shall continue to be
effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, on
any Secured Obligation is rescinded or must otherwise be restored by any Secured Party upon the
bankruptcy or reorganization of the Borrowers, the Subsidiary Guarantors or otherwise. Upon such
termination and at the written request of any Subsidiary Guarantor or its successors or assigns,
and at the cost and expense of such Subsidiary Guarantor or its successors or assigns, the
Administrative Agent shall execute in a timely manner a satisfaction of this Subsidiary Guaranty
and such instruments, documents or agreements as are necessary or desirable to evidence the
termination of this Subsidiary Guaranty.



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



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that all the Equity Interests of such Subsidiary Guarantor shall be sold, transferred or
otherwise disposed of in a transaction permitted by the Credit Agreement.




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



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



     SECTION 14. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK INCLUDING, BUT NOT LIMITED TO, SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW.



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


Smith & Wesson Holding Corporation

c/o Smith & Wesson Corp.

2100 Roosevelt Avenue

Springfield, MA 01102-2208

Attention: John A. Kelly, Chief Financial Officer

Facsimile No: 413-739-8528



with a copy to:

Greenberg Traurig, LLP

2375 E. Camelback Road; Suite 700

Phoenix, AZ 85016

Attention: Karl A. Freeburg

Facsimile No.: 602-445-8100




     SECTION 16. Survival of Agreement; Severability. (a) All covenants, agreements,
representations and warranties made by the Borrowers and the Subsidiary Guarantors herein and



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in the certificates or other instruments prepared or delivered in connection with or pursuant
to this Agreement or any other Loan Document shall be considered to have been relied upon by the
Administrative Agent and the other Secured Parties and shall survive the making by the Lenders of
the Loans regardless of any investigation made by the Secured Parties or on their behalf, and shall
continue in full force and effect as long as the principal of or any accrued interest on any Loan
or any other fee or amount payable under this Agreement or any other Loan Document is outstanding
and unpaid or the Commitments have not been terminated.




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



     SECTION 17. Counterparts. This Agreement may be executed in counterparts, each of which shall
constitute an original, but all of which when taken together shall constitute a single contract,
and shall become effective as provided in Section 12. Delivery of an executed signature page to
this Agreement by facsimile transmission or electronic mail shall be as effective as delivery of a
manually executed counterpart of this Agreement.



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



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



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ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.




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



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



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



[Signature Page Follows]





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[Signature Page to Subsidiary Guaranty]




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



	 	 	 	 	 
	 	SUBSIDIARY GUARANTORS:



SMITH & WESSON INC.

 	 
	 	By:  	
/s/ John A. Kelly	 
	 	 	Name:  	John A. Kelly 	 
	 	 	Title:  	Vice President 	 
	 
	 	THOMPSON CENTER HOLDING CORPORATION

 	 
	 	By:  	
/s/ John A. Kelly	 
	 	 	Name:  	John A. Kelly 	 
	 	 	Title:  	Vice President 	 
	 
	 	FOX RIDGE OUTFITTERS, INC.

 	 
	 	By:  	
/s/ John A. Kelly	 
	 	 	Name:  	John A. Kelly 	 
	 	 	Title:  	Vice President 	 
	 
	 	BEAR LAKE HOLDINGS, INC.

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













 






	 	 	 	 	 



[Signature Page to Subsidiary Guaranty]




	 	 	 	 	 
	 	K.W. THOMPSON TOOL COMPANY, INC.

 	 
	 	By:  	
/s/ John A. Kelly	 
	 	 	Name:  	John A. Kelly 	 
	 	 	Title:  	Vice President 	 
	 
	 	O.L. DEVELOPMENT, INC.

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













 






[Signature Page to Subsidiary Guaranty]




	 	 	 	 	 
	 	ADMINISTRATIVE AGENT:



TORONTO DOMINION (TEXAS) LLC

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













 






	 	 	 	 	 



EXHIBIT A

to the Subsidiary Guaranty




[Form of]

JOINDER AGREEMENT




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




WITNESSETH:




          WHEREAS, Smith &Wesson Holdings Corporation, a Nevada corporation (“Holdings”), Smith
& Wesson Corp., a Delaware corporation (“S&W Corp.”), Thompson/Center Arms Company, Inc., a
New Hampshire corporation (“TCAC”) (Holdings, S&W Corp. and TCAC are, each individually,
“Borrower”, and collectively, “Borrowers”) have entered into a Credit Agreement,
dated as of November 30, 2007 (as amended, restated, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among the Borrowers, the lenders party from time to time
party thereto (the “Lenders”), and the Administrative Agent, pursuant to which the Lenders
agreed, subject to the terms and conditions set forth herein, to make certain loans to the
Borrowers;




          WHEREAS, in connection with the Credit Agreement, the Subsidiary Guarantors parties thereto
(other than the New Subsidiary Guarantor) have entered into the Guaranty, dated as of November 30,
2007 (as amended, restated, supplemented or otherwise modified from time to time, the
“Subsidiary Guaranty”), in favor of the Administrative Agent for the benefit of the Secured
Parties;




          WHEREAS, Section 6.13(a) of the Credit Agreement requires the New Subsidiary Guarantor to
become a party to the Subsidiary Guaranty; and




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




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






     (a) Guarantee. In accordance with Section 6.13(a) of the Credit Agreement, the New
Subsidiary Guarantor by its signature below becomes a Subsidiary Guarantor under the
Subsidiary Guaranty with the same force and effect as if originally named therein as a
Subsidiary Guarantor.




     (b) Representations and Warranties. The New Subsidiary Guarantor hereby (a) agrees to
all the terms and provisions of the Subsidiary Guaranty applicable to it as a Subsidiary
Guarantor thereunder and (b) represents and warrants that the













 







representations and warranties made by it as a Subsidiary Guarantor thereunder are true
and correct in all respects on and as of the date hereof (except for those representations
and warranties that relate to a specific earlier date). Each reference to a Subsidiary
Guarantor in the Subsidiary Guaranty shall be deemed to include the New Subsidiary
Guarantor.




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




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




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




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



[Signature Pages Follow]














 








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




	 	 	 	 	 
	 	NEW SUBSIDIARY GUARANTOR:



[NEW SUBSIDIARY GUARANTOR]

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Address for Notices:

 	 
	 	
 	 
	 	 	 
	 	
 	 
	 
	 	

 	 
	 
	 	



ADMINISTRATIVE AGENT:



TORONTO DOMINION (TEXAS) LLC

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title: