exv10w66



 





Exhibit 10.66




OPERATING COMPANIES GUARANTY




     THIS 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 Smith & Wesson
Corp., a Delaware corporation (“S&W Corp.”), Thompson/Center Arms Company, Inc., a New
Hampshire corporation (“TCAC”), and those additional entities that hereafter become
guarantors hereunder by executing a joinder agreement substantially in the form of Exhibit
A hereto (each a “Guarantor” and collectively the “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”), S&W Corp.,
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 Guarantor 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 Loans, each Guarantor is willing to execute this Agreement.



     Accordingly, the parties hereto agree as follows:



     SECTION 1. Guarantee. Each Guarantor unconditionally guarantees, jointly with any other
Guarantor of the several Obligations of Holdings under the Credit Agreement and other Loan
Documents (“Holdings’ Obligations”) and severally, as a primary obligor and not merely as a
surety, the due and punctual payment of Holdings’ Obligations. Each Guarantor waives notice of,
and hereby consents to any agreements or arrangements whatsoever by the Secured Parties with any
other Person pertaining to Holdings’ Obligations, including agreements and arrangements for
payment, extension, renewal, subordination, composition, arrangement, discharge or release of the
whole or any part of Holdings’ 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 Guarantor’s liability hereunder.



     SECTION 2. Holdings’ Obligations Not Waived. To the fullest extent permitted by applicable
law, each Guarantor waives presentment to, demand of payment from and protest to Holdings or any
other Person of any of Holdings’ 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 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 Holdings 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 Holdings’ 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 Holdings or any Guarantor of Holdings’ Obligations.




     SECTION 3. Security. Each Guarantor authorizes the Administrative Agent to (a) take and hold
security for the payment of this Guaranty and Holdings’ 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 Guarantor to grant security, except as required by the
terms of the Loan Documents.



     SECTION 4. Guarantee of Payment. Each 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 Holdings’ 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 Holdings or any other
Person.



     SECTION 5. No Discharge or Diminishment of Guaranty. The obligations of each 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 Holdings’ Obligations), including
any claim of waiver, release, surrender, alteration or compromise of any of Holdings’ 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
Holdings’ Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of each 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 Holdings’ 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 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 Holdings’
Obligations) or which would impair or eliminate any right of any Guarantor to subrogation.



     SECTION 6. Defenses Waived. To the fullest extent permitted by applicable law, each Guarantor
waives any defense based on or arising out of the unenforceability of Holdings’ 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 Holdings’ Obligations) of



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Holdings 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 Holdings’
Obligations, make any other accommodation with Holdings or any other Guarantor or exercise any
other right or remedy available to them against Holdings or any other Guarantor, without affecting
or impairing in any way the liability of each Guarantor hereunder except to the extent Holdings’
Obligations have been fully, finally and indefeasibly paid in cash. Each 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 Guarantor against Holdings 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 Guarantor by virtue hereof, upon the failure of Holdings 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 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 Guarantor of any sums to the Administrative Agent or any Secured Party as provided
above, all rights of each Guarantor against Holdings 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
Holdings’ Obligations. In addition, any indebtedness of Holdings or any Subsidiary now or
hereafter held by each Guarantor that is required by the Credit Agreement to be subordinated to
Holdings’ Obligations is hereby subordinated in right of payment to the prior payment in full of
Holdings’ Obligations. If any amount shall be paid to any 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 Holdings’ 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 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 any further action by any 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.



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     SECTION 9. Information. Each Guarantor assumes all responsibility for being and keeping
itself informed of Holdings’ financial condition and assets, all other circumstances bearing upon
the risk of nonpayment of Holdings’ Obligations and the nature, scope and extent of the risks that
each 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 Guarantor of information known to it or any
of them regarding such circumstances or risks.



     SECTION 10. Covenant; Representations and Warranties. Each 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 the Acquisition Loans; and (ii) all other Holdings’ 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 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 Holdings, the Guarantors or otherwise. Upon such
termination and at the written request of any Guarantor or its successors or assigns, and at the
cost and expense of such Guarantor or its successors or assigns, the Administrative Agent shall
execute in a timely manner a satisfaction of this Guaranty and such instruments, documents or
agreements as are necessary or desirable to evidence the termination of this 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 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 Guarantor when a counterpart hereof executed on behalf of each 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 Guarantor and the
Administrative Agent and their respective successors and assigns, and shall inure to the benefit of
each Guarantor, the Administrative Agent and the other Secured Parties, and their respective
successors and assigns, except that neither the Borrowers nor the 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 Guarantor from its obligations hereunder in the event that all the Equity
Interests of such 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



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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 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 Guarantor in any case shall entitle such 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 Holdings, the 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 Guarantor shall be given to it at the following address:


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 Holdings and the Guarantors herein and 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.



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     (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 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



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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 Operating Companies Guaranty]




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



	 	 	 	 	 
	 	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 	 



 









 






	 	 	 	 	 



[Signature Page to Operating Companies Guaranty]




	 	 	 	 	 
	 	ADMINISTRATIVE AGENT:




TORONTO DOMINION (TEXAS) LLC

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



 









 






	 	 	 	 	 



EXHIBIT A

to the Operating Companies Guaranty




[Form of]

JOINDER AGREEMENT




          JOINDER, dated as of [                    ] [___], made by [                    
                    ] a [                    ] (the
“New 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, S&W Corp. and TCAC have entered into the
Operating Companies Guaranty, dated as of November 30, 2007 (as amended, restated, supplemented or
otherwise modified from time to time, the “Guaranty”), in favor of the Administrative Agent
for the benefit of the Secured Parties;




          WHEREAS, the Credit Agreement requires the New Guarantor to become a party to the Guaranty;
and




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




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






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




     (b) Representations and Warranties. The New Guarantor hereby (a) agrees to all the
terms and provisions of the Guaranty applicable to it as a Guarantor thereunder and (b)
represents and warrants that the representations and warranties made by it as a 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 Guarantor in the Guaranty shall be deemed to include the New
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 Guaranty shall remain in
full force and effect.




     (f) Notices. All notices, requests and demands to or upon the New 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 GUARANTOR:




[NEW GUARANTOR]

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Address for Notices:

 	 
	 	
 	 
	 	
 	 
	 	
 	 
	 	 	 
	 	

ADMINISTRATIVE AGENT:




TORONTO DOMINION (TEXAS) LLC

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title: