PLEDGE AND SECURITY AGREEMENT By SMITH & WESSON HOLDING CORPORATION SMITH & WESSON CORP. THOMPSON/CENTER ARMS COMPANY, INC., as Borrowers and THE GUARANTORS PARTY HERETO FROM TIME TO TIME and TORONTO DOMINION (TEXAS) LLC, as Administrative Agent Dated...Pledge and Security Agreement • December 6th, 2007 • Smith & Wesson Holding Corp • Ordnance & accessories, (no vehicles/guided missiles) • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of November 30, 2007 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by and 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”) (Holdings, S&W Corp. and TCAC are, each individually, “Borrower”, and collectively, “Borrowers”), and the guarantors listed on the signature pages hereto (the “Original Guarantors”) or from time to time party hereto by execution of a Joinder Agreement (the “Additional Guarantors,” and together with the Original Guarantors, the “Guarantors”), as pledgors, assignors and debtors (the Borrowers, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of TORONTO DOMINION (TEXAS) LLC
MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILINGMortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing • December 6th, 2007 • Smith & Wesson Holding Corp • Ordnance & accessories, (no vehicles/guided missiles)
THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING (as the same may be amended, restated or otherwise modified from time to time, this “Mortgage”) is dated as of November 30, 2007, between O.L. DEVELOPMENT, INC., a New Hampshire corporation with its principal place of business at 2100 Roosevelt Avenue, Springfield, Massachusetts 01102 (the “Mortgagor”), and TORONTO DOMINION (TEXAS) LLC, a Delaware limited liability company, in its capacity as administrative agent for itself, the Lenders (as defined below) and the other Secured Parties (as defined in the Credit Agreement referred to below), with an office at 31 West 52nd Street, 19th Floor, New York, New York 10019 (together with its successors and assigns, in said capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings given such terms in the Credit Agreement referred to below.
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • December 6th, 2007 • Smith & Wesson Holding Corp • Ordnance & accessories, (no vehicles/guided missiles)
Trademark Security Agreement, dated as of November 30, 2007, by Smith & Wesson Corp., a Delaware corporation, Smith & Wesson Holding Corporation, a Nevada corporation, Thompson/Center Arms Company, Inc., a New Hampshire corporation, and Bear Lake Holdings, Inc., a Delaware 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”).
OPERATING COMPANIES GUARANTYOperating Companies Guaranty • December 6th, 2007 • Smith & Wesson Holding Corp • Ordnance & accessories, (no vehicles/guided missiles) • New York
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).
HOLDINGS/SMITH & WESSON CORP. GUARANTYGuaranty • December 6th, 2007 • Smith & Wesson Holding Corp • Ordnance & accessories, (no vehicles/guided missiles) • New York
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 Holding Corporation, a Nevada corporation (“Holdings”), Smith & Wesson Corp., a Delaware corporation (“S&W Corp.”), 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).
HOLDINGS/THOMPSON/CENTER ARMS GUARANTYGuaranty Agreement • December 6th, 2007 • Smith & Wesson Holding Corp • Ordnance & accessories, (no vehicles/guided missiles) • New York
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 Holding Corporation, a Nevada corporation (“Holdings”), 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).
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • December 6th, 2007 • Smith & Wesson Holding Corp • Ordnance & accessories, (no vehicles/guided missiles)
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”).
OPEN-END MORTGAGE DEED, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILINGOpen-End Mortgage Deed, Security Agreement, Assignment of Leases and Rents and Fixture Filing • December 6th, 2007 • Smith & Wesson Holding Corp • Ordnance & accessories, (no vehicles/guided missiles)
THIS OPEN-END MORTGAGE DEED, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING (as the same may be amended, restated or otherwise modified from time to time, this “Mortgage”) is dated as of November 30, 2007, between SMITH & WESSON CORP., a Delaware corporation with its principal place of business at 2100 Roosevelt Avenue, Springfield, Massachusetts 01102 (the “Mortgagor”), and TORONTO DOMINION (TEXAS) LLC, a Delaware limited liability company, in its capacity as administrative agent for itself, the Lenders (as defined below) and the other Secured Parties (as defined in the Credit Agreement referred to below), with an office at 31 West 52nd Street, 19th Floor, New York, New York 10019 (together with its successors and assigns, in said capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings given such terms in the Credit Agreement referred to below.
PATENT SECURITY AGREEMENTPatent Security Agreement • December 6th, 2007 • Smith & Wesson Holding Corp • Ordnance & accessories, (no vehicles/guided missiles)
Patent Security Agreement, dated as of November 30, 2007, by Smith & Wesson Corp., a Delaware corporation, Thompson/Center Arms Company, Inc., a New Hampshire corporation, and Bear Lake Holdings, Inc., a Delaware 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”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • December 6th, 2007 • Smith & Wesson Holding Corp • Ordnance & accessories, (no vehicles/guided missiles) • New York
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).
CREDIT AGREEMENT dated as of November 30, 2007 among SMITH & WESSON HOLDING CORPORATION, SMITH & WESSON CORP., and THOMPSON/CENTER ARMS COMPANY, INC., as Borrowers and The Lenders Party Hereto, and TORONTO DOMINION (TEXAS) LLC, as Administrative AgentCredit Agreement • December 6th, 2007 • Smith & Wesson Holding Corp • Ordnance & accessories, (no vehicles/guided missiles) • New York
CREDIT AGREEMENT dated as of November 30, 2007 (as it may be amended, restated or modified from time to time, this “Agreement”), by and among SMITH & WESSON HOLDING CORPORATION, a Nevada corporation (“Holdings”), SMITH & WESSON CORP., a Delaware corporation (the “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”), TORONTO DOMINION (TEXAS) LLC, a Delaware limited liability company, in its capacity as agent for itself and the other Lenders (in said capacity, the “Administrative Agent”), and each lender from time to time party hereto (collectively, the “Lenders”, and individually, a “Lender”).
