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]
-7-
[Signature Page to Holdings/Thompson/Center Arms Guaranty]
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.
SMITH & WESSON HOLDING CORPORATION
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 Holdings/Thompson/Center Arms Guaranty]
ADMINISTRATIVE AGENT:
TORONTO DOMINION (TEXAS) LLC
By:
/s/ Ian Murray
Name:
Ian Murray
Title:
Authorized Signatory
EXHIBIT A
to the Holdings/Thompson/Center Arms 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, Holdings and TCAC
have entered into the Holdings/Thompson/Center Arms 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